Exhibit 10.1


 


PURCHASE AND SALE AGREEMENT


 


THIS
PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into as of the
5th day of August, 2004, by and between CENTERPOINT PROPERTIES TRUST, a
Maryland real estate investment trust (“CNT”), and CENTERPOINT VENTURE, LLC, a
Delaware limited liability company (“Venture”, and CNT and Venture are
hereinafter collectively referred to as “Seller”), and BENDERSON DEVELOPMENT
COMPANY, INC., a New York corporation (“Purchaser”).


 


In
consideration of the mutual promises, covenants and agreements hereinafter set
forth and of other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Seller and Purchaser agree as follows:


 


ARTICLE I


Sale of Properties


 


1.1                                 Sale of Properties.  CNT,
as to the properties listed on Exhibit A-l attached hereto and Venture,
as to the properties listed on Exhibit A-2 attached hereto agree to
sell, assign and convey or cause the titleholders listed on Exhibit A-3
to sell, assign and convey to Purchaser, and Purchaser agrees to purchase from
Seller, all of Seller’s (or the applicable titleholder’s) respective right,
title and interest in and to, the following:


 


1.1.1                        Land and Improvements.  That
certain real property commonly described on Exhibits A-1 and A-2,
respectively, being more particularly described on Exhibits B-1 through B-23,
respectively, attached hereto (collectively, the “Land”), together with any
buildings, structures, fixtures, facilities, installations and other
improvements, of every kind and description now or hereafter located on the
Land, including, without limitation, any and all plumbing, air conditioning,
heating, ventilating, mechanical, electrical and other utility systems, parking
lots and facilities, landscaping, roadways, sidewalks, security devices, signs
and light fixtures (collectively, the “Improvements”);


 


1.1.2                        Leases.  All leases, subleases,
licenses and other occupancy agreements, together with any and all amendments,
modifications or supplements thereto relating to the Land and Improvements in
which Seller is the landlord, either pursuant to the lease agreement or as
successor to any prior landlord (hereafter referred to collectively as the
“Leases”, being more particularly described on Exhibits C-1  through C-23, respectively, attached
hereto, and all prepaid rent attributable to the period following the Closing,
as herein defined, and subject to Section 4.2.4 below, the security
deposits under such Leases (collectively, the “Leasehold Property”);


 


1.1.3                        Real Property.  All
easements and appurtenants to Seller’s interest in the Land and the
Improvements, if any, including, without limitation, all of Seller’s right,
title and interest, if any, in and to all mineral and water rights and all
easements, licenses, covenants and other rights-of-way or other appurtenances
used in connection with the beneficial use or enjoyment of the Land and the
Improvements (the Land, the Improvements and all such easements and
appurtenances are sometimes collectively referred to as the “Real Property”).


 


1.1.4                        Personal Property.  All
personal property (including equipment), if any, owned by Seller and located on
the Real Property as of the date hereof, and all fixtures, if any, owned by
Seller and located on the Real Property as of the date hereof (collectively,
the “Personal Property”); and


 
















 


1.1.5                        Intangible Property.  All
of Seller’s interest, if any, in and to any agreements, contracts, management
agreements, leasing agreements, maintenance contracts, equipment leasing
agreements, supply contracts, maintenance contracts, open purchase orders and
other contracts for the provision of labor, services, materials or supplies
relating to the Land, Improvements, Leasehold Property, Real Property or
Personal Property, being more particularly described on Exhibits D-1
through D-23, respectively, attached hereto (collectively, the
“Contracts”), guarantees, licenses, certificates of occupancy, permits and
warranties relating to the Real Property or the Personal Property, now or
hereafter issued, approved or granted, to the extent assignable (collectively,
the “Intangible Property”).  (For each
individual parcel, the Real Property, the Leasehold Property, the Personal
Property and the Intangible Property are sometimes collectively hereinafter
referred to as the “Property”, and for all parcels, taken together, the Real
Property, the Personal Property and the Intangible Property are collectively
referred to as the “Properties”).  It is
hereby acknowledged by the parties that Seller shall not convey to Purchaser
claims relating to any real property tax refunds or rebates for periods
accruing prior to the Closing, existing insurance claims and any existing
claims against previous tenants of the Properties, which claims are hereby
reserved by Seller.


 


ARTICLE II


Purchase Price


 


2.1                                 Purchase Price.  The
purchase price for the Properties shall be an amount equal to $313,161,958.00
(“Purchase Price”) in currency of the United States of America.  The Purchase Price, as adjusted by all
prorations as provided for herein, shall be paid to Seller by Purchaser at
Closing, as herein defined, by wire transfer of immediately available federal
funds.


 


2.2                                 Purchase Price Allocation. 
Within five (5) days after the Effective Date, as defined in Section 22.4
of this Agreement, Purchaser and Seller shall agree upon the allocation of the
Purchase Price for Land and Improvements for each of the Properties, provided,
however, that (i) the aggregate Purchase Price shall not be reduced, (ii) the
Purchase Price for the Properties owned by CNT may only be reallocated among
the Properties owned by CNT and not Properties owned by the Venture, and (iii)
the Purchase Price for the Properties owned by Venture may only be reallocated
among the Properties owned by Venture and not Properties owned by CNT.


 


ARTICLE III


Deposit


 


3.1                                 Deposit.  Upon the Effective Date, and
as a condition precedent to the formation of this Agreement, Purchaser shall
deposit Ten Million and No/100 Dollars ($10,000,000.00) (“Initial Deposit”)
with Chicago Title & Trust Company or such other title company designated
by Seller (“Escrow Agent”) in immediately available federal funds.  If Purchaser shall fail to deposit the
Initial Deposit within the time period provided for above, Seller may at any
time prior to the deposit of the Initial Deposit, terminate this Agreement, in
which case this Agreement shall be null and void ab initio and neither
party shall have any further rights or obligations to the other hereunder,
except as otherwise set forth in this Agreement. The Initial Deposit, together
with any interest thereon, regardless of whether the payment of interest is
herein otherwise specified, are collectively referred to herein as the
“Deposit.”  The Deposit shall be held by
Escrow Agent pursuant to the Escrow Agreement attached hereto as Exhibit E.


 


3.2                                 Application Upon Default.  If
all of the Closings, as defined in Section 4.1.4, to take place
under this Agreement have occurred, the Deposit shall be paid to Seller and
credited against the Purchase Price at the last Closing to take place under
this Agreement.  If any Closing does not
occur in accordance with the


 


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terms
hereof, the Deposit shall be held and delivered as hereinafter provided.  Notwithstanding the foregoing, in the event
that pursuant to the terms of this Agreement all of the Closings to take place
under this Agreement do not occur at the same time, after the initial Closing,
the Deposit shall be reduced to an amount that is equal to the lesser of (a) Ten
Million and No/100 Dollars ($10,000.000.00) or (b) Ten Percent (10%) of the
Purchase Price allocated to those Properties that have not yet closed based on
the Purchase Price Allocation described in Section 2.2.


 


3.3                                 Interest Bearing.  The
Deposit shall (i) be held in an interest-bearing escrow account by Escrow Agent
in an institution as directed by Purchaser and reasonably acceptable to Seller
and (ii) include any interest earned thereon. 
To allow the interest bearing account to be opened, Purchaser’s tax
identification or social security numbers are set forth below its
signatures.  All interest earned on the
Deposit shall remain a part of the Deposit.


 


ARTICLE IV


Closing, Prorations and Closing Costs


 


4.1                                 Closing.


 


4.1.1                        Subject to the provisions of this Section 4.1,  the closing of the purchase and sale of
those Properties listed in Schedule 4.1.1 attached hereto and made a part
hereof  (“Phase I Properties”) shall
occur on or before 10:00 a.m. Central time on August 26, 2004 (“Phase I
Closing Date”) (subject to extension by Seller in accordance with the
provisions of Sections 4.1.2 and 10.1.1 hereof) and shall be held at the
offices of Escrow Agent, or at such other place agreed to by Seller and
Purchaser.


 


4.1.2                        The Phase I Closing Date may be extended by
Seller for any one or more of the Phase I Properties, upon written notice to
Purchaser on or before the Phase I Closing Date, to a date designated by Seller
(“Delayed Closing Notice”).  The Delayed
Closing Notice shall set forth (x) the specific Phase I Property or Phase 1
Properties which are the subject of the delayed closing, and (y) the exact date
upon which the Closing for such Phase I Property or Phase I Properties is to
take place (“Delayed Closing Date”), which date shall be no later than the Phase
II Closing Date, as defined below.


 


4.1.3                        Subject to the provisions of this Section 4.1,
the closing of the purchase and sale of those Properties listed in
Schedule 4.1.3 attached hereto and made a part hereof  (“Phase II Properties”) shall occur on or
before 10:00 a.m. Central time on 
November 5, 2004 or such earlier date as agreed between Seller and
Purchaser (“Phase II Closing Date”) and shall be held at the offices of Escrow
Agent, or at such other place agreed to by Seller and Purchaser.  Notwithstanding the foregoing, Seller and
Purchaser agree to use reasonable efforts to complete the Phase II Closing as
soon as possible after October 1, 2004.


 


4.1.4                        “Closing” shall be deemed to have occurred
when the Title Company has been instructed by both parties to pay the Purchase
Price with respect to the applicable Properties to Seller and to record the
applicable Deeds, as hereunder defined. 
Time is hereby made of the essence. 
The Phase I Closing Date, the Phase II Closing Date and the Delayed
Closing Date, as applicable, are sometimes referred to herein as the “Closing
Date.”


 


4.2                                 Prorations.  All matters involving
prorations or adjustments to be made in connection with Closing and not
specifically provided for in some other provision of this Agreement shall be
adjusted in accordance with this Section 4.2.  Except as otherwise set forth herein, all
items to be prorated pursuant to this Section 4.2 shall be prorated
as of midnight of the day immediately preceding the applicable Closing Date,
with Purchaser to be treated as the owner of the Properties, for purposes of
prorations of income and expenses, on and after the applicable Closing Date.


 


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4.2.1                        Taxes.  Real estate taxes shall be
prorated on an accrual basis as of the applicable Closing Date.  Seller shall pay all real estate taxes due
and payable as of the applicable Closing Date. 
If the real estate taxes have not been set for the year in which the
Closing occurs or any prior year, then the proration of such taxes shall be
based upon the most recent ascertainable tax bills.  Notwithstanding the foregoing, any obligation
of Seller hereunder shall be offset on a dollar-for-dollar basis to the extent
Purchaser is entitled to recover taxes from the tenants under the Leases.


 


If any taxes which have been apportioned shall subsequently be reduced
by abatement, the amount of such abatement, less the cost of obtaining the same
and after deduction of sums payable to tenants under Leases or expired or
terminated Leases, shall be equitably apportioned between the parties hereto,
but in no event shall Seller be obligated to pay any amount to Purchaser under
this paragraph.  Any tax proration given
by Seller at Closing, as opposed to any tenant deposits given by Seller to
Purchaser, shall be reprorated promptly after the issuance of the actual real
estate tax bills for the period in question based on the actual real estate tax
bills.


 


4.2.2                        Insurance.  There shall be no proration of
Seller’s insurance premiums or assignment of Seller’s insurance policies.  Purchaser shall be obligated (at its own
election) to obtain any insurance coverage deemed necessary or appropriate by
Purchaser.


 


4.2.3                        Utilities.  Purchaser and Seller hereby
acknowledge and agree that the amounts of all electric, sewer, water and other
utility bills, trash removal bills, janitorial and maintenance service bills
and all other operating expenses relating to the Properties not paid by tenants
under Leases and allocable to the period prior to the applicable Closing Date
shall be determined and paid by Seller before Closing, if possible, or shall be
paid thereafter by Seller or adjusted between Purchaser and Seller immediately
after the same have been determined. 
Seller shall attempt to have all utility meters, or utility services not
paid by tenants under Leases, read as of the applicable Closing Date.  Purchaser shall cause all utility services to
be placed in Purchaser’s name as of the applicable Closing Date.


 


4.2.4                        Rents.  Rents (including, without limitation,
estimated pass-through payments, payments for common area maintenance
reconciliations and all additional charges payable by tenants under the Leases,
including insurance (collectively, “Rents”)), collected by Seller prior to
Closing shall be prorated as of the applicable Closing Date; provided, however,
that any credit received by Purchaser in connection with prepaid Rents
attributable to the period following the Closing shall be net of management
fees which are due Seller for periods prior to Closing.  During the period after Closing, Purchaser
shall deliver to Seller any and all Rents accrued but uncollected as of the
applicable Closing Date to the extent subsequently collected by Purchaser;
provided, however, Purchaser shall apply Rents received after Closing first to
payment of current Rent then due, and thereafter to delinquent Rents (other
than “true up” payments received from tenants attributable to a year-end
reconciliation of actual and budgeted pass-through payments which shall be allocated
among Seller and Purchaser pro rata in accordance with their respective period
of ownership as set forth in Section 4.2.5 below).  Seller may not, without Purchaser’s prior
written consent, which consent shall not be unreasonably withheld, conditioned
or delayed, commence any lawsuit against any tenant after the date of this
Agreement and/or the Closing, provided, however, after delivery to Purchaser by
Seller of: (i) a Tenant Litigation Indemnity (as hereinafter defined), and (ii)
a written explanation of the alleged dispute between Seller and the tenant,
Seller may, without Purchaser’s prior written consent, commence a lawsuit
against any tenant to collect delinquent Rents due Seller with respect to the
time period prior to Closing. 
Notwithstanding the foregoing, Seller agrees that any such lawsuit shall
be limited to a money damages claim against the applicable tenant to collect
delinquent Rents, and in no event shall Seller seek the termination


 


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of the Lease or the removal of the tenant from the
Property.  While the lawsuit is pending,
Seller will deliver to Purchaser prompt and detailed status updates regarding
the proceeding (including all counterclaims asserted by the tenant) and Seller
will not settle any counterclaims that may have a direct or indirect affect on
the Lease and/or Purchaser.  The
obligations of Seller under the immediately prior sentence will survive Closing
indefinitely.  For purposes of this
Agreement, “Tenant Litigation Indemnity” means an indemnity, defense and
hold harmless agreement from Seller for the benefit of the Purchaser, in such
form that is reasonably acceptable to Purchaser, with respect to any and all
losses associated with the alleged dispute between Seller and tenant, the
Property, the Lease, the obligations under the Lease and/or claims by tenant
against Seller and/or Purchaser associated with the Property, the Lease, and
the obligations under the Lease. 
Provided that the Seller reimburses Purchaser for any and all expenses
in connection therewith, Purchaser agrees that it shall use commercially
reasonable efforts to collect all pass-through rents payable by tenants and any
delinquent Rents (provided, however, that Purchaser shall have no obligation to
institute legal proceedings, including an action for unlawful detainer, against
a tenant owing delinquent Rents).  The
amount of any unapplied security deposits under the Leases held by Seller in
cash at the time of Closing shall be credited against the Purchase Price;
accordingly, Seller shall retain the actual cash deposits.  If any security deposits are in the form of a
letter of credit, Seller shall assign its interest in the letter of credit to
Purchaser (to the extent assignable) and deliver the original letter of credit
to Purchaser at Closing.


 


4.2.5                        Calculations.  For
purposes of calculating prorations, Purchaser shall be deemed to be in title to
the Properties, and, therefore entitled to the income therefrom and responsible
for the expenses thereof for the entire day upon which the Closing occurs.  All such prorations shall be made on the
basis of the actual number of days of the month which shall have elapsed as of
the day of the Closing and based upon the actual number of days in the month
and a three hundred sixty five (365) day year. 
The amount of such prorations shall be performed and shall be final at
closing.  Except as set forth in this Section 4.2,
all items of income and expense which accrue for the period prior to the
Closing will be for the account of Seller and all items of income and expense
which accrue for the period on and after the Closing will be for the account of
Purchaser.


 


4.2.6                        Leasing Commissions and Leasing Costs. 
Seller shall be responsible for all Lease Expenses (defined below) accrued
as of the applicable Closing Date, other than with respect to Approved New
Leases.  Provided that Closing occurs,
Purchaser shall be responsible for all other Lease Expenses relating to
existing options in the Leases that have not been exercised as of the Closing
Date and new leases, extensions, expansions and modifications executed after
the Effective Date.  The term “Lease Expenses” as used herein means,
collectively, any and all leasing commissions, tenant improvements, allowances,
free rent or a rent credit and lease buyout costs and expenses arising out of
or in connection with any Leases for space at the Properties.  Lease Expenses shall include, without
limitation, (a) brokerage
commissions and fees payable pursuant to a commission agreement or Lease to
effect any such leasing transaction (including, without limitation, any fees
owed to an affiliated or third-party property manager or leasing agent), (b) expenses incurred for repairs, improvements,
equipment, painting, decorating, partitioning and other items to satisfy the
requirements of the applicable document between Seller and the tenant, and (c) expenses incurred for the purpose of
satisfying or terminating the obligations of a Tenant under a new Lease to the
landlord under a lease of other space (whether or not such other lease covers
space in any Property).


 


4.2.7                        Allocation of Closing Costs and Expenses. Seller shall bear the cost to record any
instruments necessary to clear Seller’s title, the cost to provide the survey,
one-half the cost of the Closing Escrow, one-half of the net cost of the title
policy to be issued at Closing and extended coverage and one-half the cost of
the “New York Style” closing fee. Purchaser shall bear the cost of


 


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any
recording fees with respect to the deeds, all costs incurred in connection with
obtaining Purchaser’s financing for this transaction, if any, the cost of all
title endorsements, if any, one-half of the net cost of the title policy to be
issued at Closing and extended coverage, one-half the cost of the Closing
Escrow and one-half the cost of the “New York Style” closing fee.  The cost of state and county transfer taxes
shall be paid by the Seller and the cost of local transfer taxes shall be paid
by the Purchaser.


 


4.2.8                        Tenant Contribution. 
Notwithstanding the foregoing, no prorations or adjustments shall be
made for portions, if any, of real estate taxes, personal property taxes,
special assessments, operating costs or other similar costs of the Properties
to the extent a tenant under the Leases is required to pay same pursuant to the
terms of any of the Leases.  Purchaser
shall be credited with an amount equal to all deposits made by tenants and held
by Seller at Closing towards the tenant’s obligation to pay any such taxes and
operating expenses.


 


ARTICLE V


Purchaser’s Right of Inspection; Feasibility
Period


 


5.1                                 Right to Evaluate.


 


A.                                   Commencing on the Effective Date and
continuing until 5:00 p.m. Central time on August 20, 2004 with respect to
the Phase I Properties (“Phase I Feasibility Period”); and


 


B.            Commencing on the Effective Date and
continuing until  5:00 p.m. Central time
on August 26, 2004 with respect to the Phase II Properties (Phase II
Feasibility Period”) ; and


 


C.                                     Commencing on the Effective Date and
continuing until 5:00 p.m. Central time on August 31, 2004 with respect to
matters involving Hazardous Materials (as hereinafter defined) with respect to
the Property commonly known as 2200 Channahon Road, Building A/B, Joliet, Illinois
and legally described in Exhibit B-17 attached hereto and made a part
hereof (“Channahon Environmental Feasibility Period”);


 


Purchaser
and its agents shall have the right during business hours (with reasonable
advance notice to Seller and subject to the rights of the tenants in
possession), at Purchaser’s sole cost and expense and at Purchaser’s and its
agents’ sole risk, to perform inspections and tests of the Properties and to
perform such other analyses, inquiries and investigations as Purchaser shall deem
reasonably necessary or appropriate; provided, however, that in
no event shall (i) such inspections or tests unreasonably disrupt or disturb
the on-going operation of the Properties or the rights of the tenants at the
Properties, or (ii) Purchaser or its agents or representatives conduct any
physical testing, drilling, boring, sampling or removal of, on or through the
surface of the Properties (or any part or portion thereof) including, without
limitation, any ground borings or invasive testing of the Improvements
(collectively, “Physical Testing”), without Seller’s prior written consent,
which consent shall not be unreasonably withheld.  In the event Purchaser desires to conduct any
such Physical Testing of the Properties, then Purchaser shall submit to Seller,
for Seller’s approval, a written detailed description of the scope and extent
of the proposed Physical Testing, which approval shall not be unreasonably
withheld.  If Seller does not approve the
Physical Testing or approves only a portion thereof, Purchaser may, at its
option, by sending written notice to Seller, elect to, either (i) terminate
this Agreement or (ii) conduct during the applicable Feasibility Period that
portion of the Physical Testing approved by Seller, if any, or if Seller disapproves
the entire proposed Physical Testing, affirmatively agree to forego any
Physical Testing of the Properties.  In
the event Purchaser terminates this Agreement as aforesaid, the Deposit shall
be immediately refunded to Purchaser and this Agreement shall terminate and be
of no further force and effect other than the Surviving Termination Obligations
(as hereinafter defined).  In no event
shall Seller be obligated as a condition of this transaction to perform or pay
for any environmental remediation of the Properties recommended by any


 


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such
Physical Testing.  After making such
tests and inspections, Purchaser agrees to promptly restore the Properties to
their condition prior to such tests and inspections (which obligation shall
survive the Closing or any termination of this Agreement).  Prior to Purchaser entering the Properties to
conduct the inspections and tests described above, Purchaser shall obtain and
maintain, at Purchaser’s sole cost and expense, and shall deliver to Seller
evidence of, the following insurance coverage, and shall cause each of its
agents and contractors to obtain and maintain, and, upon request of Seller,
shall deliver to Seller evidence of, the following insurance coverage:  general liability insurance, from an insurer
reasonably acceptable to Seller, in the amount of Five Million and No/100
Dollars ($5,000,000.00) combined single limit for personal injury and property
damage per occurrence, such policy to name Seller as an additional insured
party, which insurance shall provide coverage against any claim for personal
liability or property damage caused by Purchaser or its agents, employees or
contractors in connection with such inspections and tests.  Seller shall have the right, in its
discretion, to accompany Purchaser and/or its agents during any inspection
(including, but not limited to, tenant interviews) provided Seller or its
agents do not unreasonably interfere with Purchaser’s inspection.


 


The
Phase I Feasibility Period, the Phase II Feasibility Period and the Channahon
Environmental Feasibility Period are sometimes referred to herein collectively
as the “Feasibility Period”.


 


5.2                                 Inspection Obligations and Indemnity. 
Purchaser and its agents and representatives shall:  (a) not unreasonably disturb the tenants of
the Improvements or interfere with their use of the Real Property pursuant to
their respective Leases; (b) not interfere with the operation and maintenance
of the Real Property; (c) not damage any part of the Properties or any personal
property owned or held by any tenant; (d) not injure or otherwise cause bodily
harm to Seller, its agents, contractors and employees or any tenant; (e)
promptly pay when due the costs of all tests, investigations and examinations
done with regard to the Properties; (f) not permit any liens to attach to the
Properties by reason of the exercise of its rights hereunder; (g) restore the
Improvements and the surface of the Real Property to the condition in which the
same was found before any such inspection or tests were undertaken; and (h) not
reveal or disclose any information obtained during the Feasibility Period
concerning the Properties to anyone outside Purchaser’s organization other than
its agents, consultants and representatives. 
Purchaser shall, at its sole cost and expense, comply with all
applicable federal, state and local laws, statutes, rules, regulations,
ordinances or policies in conducting its inspection of the Properties and
Physical Testing.  Purchaser shall, and
does hereby agree to indemnify, defend and hold the Seller, its partners,
officers, directors, employees, agents, attorneys and their respective
successors and assigns, harmless from and against any and all claims, demands,
suits, obligations, payments, damages, losses, penalties, liabilities, costs
and expenses (including but not limited to reasonable attorneys’ fees)
(collectively, “Losses”) arising out of Purchaser’s or Purchaser’s agents’
actions taken in, on or about the Properties in the exercise of the inspection
right granted pursuant to Section 5.1 (except to the extent the
Losses were caused by Seller’s negligence, willful misconduct or fraud).  This Section 5.2 shall survive
the Closing and/or any termination of this Agreement.


 


5.3                                 Seller Deliveries.  Seller
shall use reasonable efforts to deliver to Purchaser or make available at the
Property or Purchaser=s office, at Seller’s option, all of the
items specified on Exhibit F, attached hereto (“Documents”), within ten
(10) days after the Effective Date, to the extent such items are in Seller’s
possession; provided, however, Seller makes no representations or
warranties of any kind regarding the accuracy, thoroughness or completeness of
or conclusions drawn in the information contained in such documents, if any,
relating to the Properties.  Purchaser
hereby waives any and all claims against Seller arising out of the accuracy,
completeness, conclusions or statements expressed in materials so furnished and
any and all claims arising out of any duty of Seller to acquire, seek or obtain
such materials.  Notwithstanding anything
contained in the preceding sentence, Seller shall not deliver or make available
to Purchaser Seller’s internal memoranda, attorney-client privileged materials,
internal appraisals and economic evaluations of the Properties, and reports
regarding the Properties prepared by Seller or its affiliates solely for
internal use or for the information of the investors in Seller.  Purchaser acknowledges that any and all of
the Documents that are not otherwise known by


 


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or
available to the public are proprietary and confidential in nature and will be
delivered to Purchaser solely to assist Purchaser in determining the
feasibility of purchasing the Properties. 
Purchaser agrees not to disclose such non-public Documents, or any of
the provisions, terms or conditions thereof, to any party outside of
Purchaser’s organization other than its agents, consultants and representatives.  Purchaser shall return all of the Documents,
on or before three (3) Business Days after the first to occur of (a) such time
as Purchaser notifies Seller in writing that it shall not acquire the
Properties, or (b) such time as this Agreement is terminated for any reason.  This Section 5.3 shall survive
any termination of this Agreement without limitation.


 


5.4                                 Independent Examination. 
Purchaser hereby acknowledges that it has been, or will have been given,
prior to the termination of the applicable Feasibility Period, a full, complete
and adequate opportunity to make such legal, factual and other determinations,
analyses, inquiries and investigations as Purchaser deems necessary or
appropriate in connection with the acquisition of the Properties.  Purchaser is relying upon its own independent
examination of the Properties and all matters relating thereto and not upon any
statements of Seller (excluding the limited matters expressly represented by
Seller in Article VII hereof) or of any officer, director,
employee, agent or attorney of Seller with respect to acquiring the
Properties.  Seller shall not be deemed
to have represented or warranted the completeness or accuracy of any studies,
investigations and reports heretofore or hereafter furnished to Purchaser other
than the Rent Roll attached hereto as Schedule 7.1.8.  The provisions of this Section 5.4
shall survive Closing and/or termination of this Agreement.


 


5.5                                 Termination Right.  In
the event that Purchaser is not satisfied with its inspections and tests of the
Properties or its analyses, inquiries or investigations, Purchaser may provide
written notice to Seller before the end of the applicable Feasibility Period,
and, subject to the Surviving Termination Obligations, this Agreement shall
terminate, the Deposit shall be delivered to Purchaser and thereupon, except as
otherwise provided herein, neither party shall have any further rights or
obligations to the other hereunder.  If
Purchaser shall fail to timely notify Seller in writing of its election to
terminate this Agreement on or before the expiration of the applicable
Feasibility Period, time being of the essence, the termination right described
in this Section 5.5 shall be immediately null and void and of no
further force or effect.  Purchaser’s
failure to provide such notice on or before the end of the applicable
Feasibility Period shall constitute Purchaser’s waiver of the herein-described
termination right.


 


5.6                                 Copies of Reports.  As
additional consideration for the transaction contemplated herein, in the event
that the transaction is terminated with respect to one or more Properties,
Purchaser agrees that it will provide to Seller, within five (5) Business Days
following a written request therefor, copies of any and all third-party
prepared final reports, tests or studies relating to the Properties that
Purchaser did not purchase, including but not limited to those involving
environmental matters.  Notwithstanding
any provision of this Agreement, no termination of this Agreement shall
terminate Purchaser’s obligations pursuant to the foregoing sentence.  The provisions of this Section 5.6
shall survive Closing and/or termination of this Agreement.


 


ARTICLE VI


Title and Survey Matters


 


6.1                                 Title.  Purchaser hereby acknowledges
receipt of the most recent title insurance commitments and/or policies covering
the Properties in Seller’s possession. 
Within three (3) days after the expiration of the applicable Feasibility
Period, Seller will apply for one or more title insurance commitments (“Commitment”)
for an Owner’s Policy of Title Insurance, issued by Stewart Title Guaranty
Company (“Title Company”), covering the Properties.  Seller shall deliver a copy of the Commitment
and all exceptions noted therein (collectively, the “Title Documents”@) to Purchaser, promptly upon receipt thereof.  Purchaser shall notify Seller within five (5)
Business Days after the date Purchaser receives the Title Documents and Survey
(as hereinafter defined) for the applicable Property, but in no event later
than August 18, 2004, in writing of any title exceptions identified in a
Commitment or a Survey which Purchaser reasonably disapproves.  Any matter


 


8
















 


not
disapproved in writing within said time period shall be deemed approved by
Purchaser and shall constitute a “Permitted Exception” hereunder.  Notwithstanding anything to the contrary
contained herein, Purchaser and Seller hereby agree that (i) all non-delinquent
property taxes and assessments, (ii) the rights of the tenants under the Leases
and Approved New Leases (as defined in Section 9.3 of this
Agreement, (iii) all matters created by or on behalf of Purchaser and (iv) the
exceptions to title identified on Exhibit G-1 through G-23,
respectively, attached hereto, shall constitute “Permitted Exceptions”.  Prior to Closing, Seller shall notify
Purchaser in writing of any disapproved title exceptions or Survey matters
which Seller is unable or unwilling to cause to be removed or insured against
prior to or at Closing and, with respect to such exceptions, Purchaser then
shall elect, by giving written notice to Seller within three (3) Business Days
thereafter, (x) to terminate this Agreement, or (y) to waive its disapproval of
such exceptions and Survey matters, in which case such exceptions and Survey matters
shall then be deemed to be Permitted Exceptions.  Purchaser’s failure to give such notice shall
be deemed an election to waive the disapproval of any such exception.


 


6.2                                 Survey.  Purchaser acknowledges receipt
of the ALTA/ACSM Land Title surveys identified on the attached Schedule 6.2
(“Surveys”) from Seller.  Promptly after
the expiration of the applicable Feasibility Period, Seller shall, at its sole
cost and expense, either cause a new survey to be prepared or cause the
existing Surveys to be recertified to Purchaser and the Title Company as of a
current date (“New Survey”). Seller shall not be obligated to provide New
Surveys prior to the applicable Closing if the Title Company is prepared to
issue the title coverage that Seller is obligated to provide hereunder.  New Surveys shall be provided promptly when
received whether before or after the applicable Closing.  In the event a New Survey is not provided at
the Closing, Seller shall provide Purchaser with a certification that it has
not constructed any additions to any of the buildings located on the Land then
being sold that have not been shown on the Surveys (“Survey
Certification”).  The obligations of
Seller under this Section 6.2 shall survive Closing.


 


ARTICLE VII


Representations and Warranties of the Seller


 


7.1                                 CNT’s Representations.  CNT
represents and warrants that the following matters are true and correct as of
the Effective Date with respect to the Properties owned by CNT:


 


7.1.1                        Authority.  CNT is a real estate
investment trust, duly organized, validly existing and in good standing under
the laws of the State of Maryland.  CNT
is duly qualified or licensed to do business as a foreign real estate
investment trust and is in good standing in each jurisdiction in which the
nature of its business or the ownership or leasing of its properties makes such
qualification or licensing or good standing necessary.  This Agreement has been duly authorized,
executed and delivered by CNT, is the legal, valid and binding obligation of
CNT, and does not violate any provision of any agreement or judicial order to
which CNT is a party or to which CNT is subject.  All documents to be executed by CNT which are
to be delivered at Closing, will, at the time of Closing, (i) be duly
authorized, executed and delivered by CNT, (ii) be legal, valid and binding
obligations of CNT, and (iii) not violate any provision of any agreement or
judicial order to which CNT is a party or to which CNT is subject.


 


7.1.2                        Bankruptcy or Debt of CNT.  CNT
has not made a general assignment for the benefit of creditors, filed any
voluntary petition in bankruptcy, admitted in writing its inability to pay its
debts as they come due or made an offer of settlement, extension or composition
to its creditors generally.  CNT has
received no written notice of (a) the filing of an involuntary petition by
CNT’s creditors, (b) the appointment of a receiver to take possession of all,
or substantially all, of CNT’s assets, or (c) the attachment or other judicial
seizure of all, or substantially all, of CNT’s assets.


 


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7.1.3                        Foreign Person.  CNT
is not a foreign person within the meaning of Section 1445(f) of the
Internal Revenue Code, and CNT agrees to execute any and all documents
necessary or required by the Internal Revenue Service or Purchaser in
connection with such declaration(s).


 


7.1.4                        No Violation of Laws.  CNT
has not received any currently effective written notice from a governmental
authority that the Properties violate any applicable ordinance of the city or
village in which the Properties are located. 
To CNT’s knowledge, CNT has not violated or failed to comply with any
law or license and permit applicable to the Properties and to CNT’s knowledge,
all such licenses and permits that are required in order for Seller and its
occupants to operate the Properties as they are presently operated are in full
force and effect in all material respects.


 


7.1.5                        Eminent Domain.  CNT
has not received any currently effective written notice of an eminent domain or
condemnation of the Land or Improvements and, to CNT’s knowledge, there are no
eminent domain or condemnation actions threatened with respect to any of the
Properties.


 


7.1.6                        Hazardous Materials.  CNT,
to its knowledge, has made available to Purchaser copies of all environmental
studies, investigations, reports, audits, assessments, licenses and permits and
agreements relating to any of the Properties’ compliance with environmental
laws within the possession of CNT or Carlson Environmental Consultants (“Carlson”), and all environmental studies,
investigations and reports within CNT’s possession and made available to
Purchaser are listed on Schedule 7.1.6 attached hereto and made a
part hereof.  Except as set forth in any
environmental report provided by CNT to Purchaser, CNT has not received any
currently effective written notice from the United States Environmental
Protection Agency or the Illinois Environmental Protection Agency alleging that
the Properties are in violation of any applicable Environmental Laws or
contains any Hazardous Materials. 
“Hazardous Materials” shall mean any asbestos, flammable substances,
explosives, radioactive materials, PCB-laden oil, hazardous waste, pollutants,
contaminates, toxic substances, pollution or related materials specified as
such in, or regulated under any federal, state or local laws, ordinances,
rules, regulations or policies governing use, storage, treatment,
transportation, manufacture, refinement, handling, production or disposal of
such materials (collectively, “Environmental Laws”).


 


7.1.7                        Litigation.  CNT has not received any
currently effective written notice of any pending litigation affecting the
Properties and to CNT’s knowledge, there is no litigation threatened against or
affecting the Properties (including, but not limited to, personal injury
litigation arising from the ordinary course of operations of the Properties
even if covered by insurance but excluding workers compensation claims).


 


7.1.8                        Leases.  The rent roll attached hereto
as Schedule 7.1.8 (the “Rent Roll”), lists each Lease in
effect as of the dates of this Agreement. 
The Rent Roll is true, correct and complete as of the date hereof in all
material respects.  Except as set forth
on Schedule 7.1.8, no Leases shall exist on the applicable Closing
Date other than the Leases listed on the Rent Roll.  CNT has provided to Purchaser true, correct
and complete copies of all Leases, including all amendments, modifications,
supplements, renewals, extensions and guarantees and supplements, and other
occupancy agreements with respect to the Leases.  Schedule 7.1.8. discloses all
security and other deposits made by each of the tenants under the Leases which
have not been applied as of the date of the Rent Roll. CNT has not received any
advance payment of rent (other than for the current month) on account of any of
the Leases except as shown on Schedule 7.1.8.  All of the Leases are assignable by CNT as
contemplated by this Agreement without the consent of any other party.  To CNT’s knowledge, except as set forth in Schedule 7.1.8.,no breach or default exists under (and to the knowledge of CNT, there does
not exist any condition which upon the passage of time or the giving of notice
or both would cause a violation


 


10
















 


or
default of any term under) any Lease, which breach or default remains uncured,
and CNT has not received written notice that it is in breach or default under
any Lease to which it is a party, which breach or default remains uncured.  Except as set forth on Schedule 7.1.8,
there are no commissions payable to any person with regard to the current term
of the Leases).


 


7.1.9. Contracts.  CNT has
made available to Purchaser for Purchaser’s review a correct and complete copy
of each Contract.  CNT has not received
any written notice that it is in violation of or in default under any of the
Contracts and to CNT’s knowledge, CNT is not in violation of or in default
under any of the Contracts. To CNT’s knowledge, each Contract is in full force
and effect.


 


7.2                                 Venture Representations. 
Venture represents and warrants that the following matters are true and
correct as of the Effective Date with respect to Venture’s interest in the
Properties:


 


7.2.1                        Authority.  Venture is a limited liability
company, duly organized, validly existing and in good standing under the laws
of the State of Illinois.  Venture is
duly qualified or licensed to do business as a foreign real estate investment
trust and is in good standing in each jurisdiction in which the nature of its
business or the ownership or leasing of its properties makes such qualification
or licensing or good standing necessary. 
This Agreement has been duly authorized, executed and delivered by
Venture, is the legal, valid and binding obligation of Venture, and does not
violate any provision of any agreement or judicial order to which Venture is a
party or to which Venture is subject. 
All documents to be executed by Venture which are to be delivered at
Closing, will, at the time of Closing, (i) be duly authorized, executed and
delivered by Venture, (ii) be legal, valid and binding obligations of Venture,
and (iii) not violate any provision of any agreement or judicial order to which
Venture is a party or to which Venture is subject.


 


7.2.2                        Bankruptcy or Debt of Seller. 
Venture has not made a general assignment for the benefit of creditors,
filed any voluntary petition in bankruptcy, admitted in writing its inability
to pay its debts as they come due or made an offer of settlement, extension or
composition to its creditors generally. 
Venture has received no written notice of (a) the filing of an
involuntary petition by Venture’s creditors, (b) the appointment of a receiver
to take possession of all, or substantially all, of Venture’s assets, or (c)
the attachment or other judicial seizure of all, or substantially all, of
Venture’s assets.


 


7.2.3                        Foreign Person. 
Venture is not a foreign person within the meaning of
Section 1445(f) of the Internal Revenue Code, and Venture agrees to
execute any and all documents necessary or required by the Internal Revenue
Service or Purchaser in connection with such declaration(s).


 


7.2.4                        No Violation of Laws. 
Venture has not received any currently effective written notice from a
governmental authority that the Properties violate any applicable ordinance of
the city or village in which the Properties are located.  To Venture’s knowledge, Venture has not
violated or failed to comply with any law or license and permit applicable to
the Properties and to Venture’s knowledge, all such licenses and permits that
are required in order for Seller and its occupants to operate the Properties as
they are presently operated are in full force and effect in all material
respects.


 


7.2.5                        Eminent Domain. 
Venture has not received any currently effective written notice of an
eminent domain or condemnation of the Land or Improvements and, to Venture’s
knowledge, there are no eminent domain or condemnation actions threatened with
respect to any of the Properties.


 


7.2.6                        Hazardous Materials.  Venture,
to its knowledge, has made available to Purchaser copies of all environmental
studies, investigations, reports, audits, assessments, licenses and permits


 


11
















 


and
agreements relating to any of the Properties’ compliance with environmental
laws within the possession of Venture or Carlson, and all environmental
studies, investigations and reports within Venture’s possession and made
available to Purchaser are listed on Schedule 7.1.6 attached hereto
and made a part hereof.  Except as set
forth in any environmental report provided by Venture to Purchaser, Venture has
not received any currently effective written notice from the United States
Environmental Protection Agency or the Illinois Environmental Protection Agency
alleging that the Properties are in violation of any applicable Environmental
Laws or contains any Hazardous Materials.


 


7.2.7                        Litigation.  Venture has not received any
currently effective written notice of any pending litigation affecting the
Properties and, to Venture’s knowledge, there is no litigation threatened
against or affecting the Properties (including, but not limited to, personal
injury litigation arising from the ordinary course of operations of the
Properties even if covered by insurance but excluding workers compensation
claims).


 


7.2.8                        Leases.  The Rent Roll attached hereto
as Schedule 7.2.8, lists each Lease in effect as of the dates of
this Agreement.  The Rent Roll is true,
correct and complete as of the date hereof in all material respects.  Except as set forth on Schedule 7.2.8,
no Leases shall exist on the applicable Closing Date other than the Leases
listed on the Rent Roll.  Venture has
provided to Purchaser true, correct and complete copies of all Leases,
including all amendments, modifications, supplements, renewals, extensions and
guarantees and supplements, and other occupancy agreements with respect to the
Leases.  Schedule 7.2.8.
discloses all security and other deposits made by each of the tenants under the
Leases which have not been applied as of the date of the Rent Roll. Venture has
not received any advance payment of rent (other than for the current month) on
account of any of the Leases except as shown on Schedule 7.2.8.  All of the Leases are assignable by Venture
as contemplated by this Agreement without the consent of any other party.  To Venture’s knowledge, except as set forth
in Schedule 7.2.8., no breach or default exists under (and to the
knowledge of Venture, there does not exist any condition which upon the passage
of time or the giving of notice or both would cause a violation or default of
any term under) any Lease, which breach or default remains uncured, and Venture
has not received written notice that it is in breach or default under any Lease
to which it is a party, which breach or default remains uncured.  Except as set forth on Schedule 7.2.8,
there are no commissions or other fees payable to any person with regard to the
current term of the Leases).


 


7.2.9. Contracts.  Venture
has made available to Purchaser for Purchaser’s review a correct and complete
copy of each Contract.  Venture has not
received any written notice that it is in violation of or in default under any
of the Contracts and to Venture’s knowledge, Venture is not in violation of or
in default under any of the Contracts. To Venture’s knowledge, each Contract is
in full force and effect.


 


7.3                                 Seller’s Knowledge.  For
purposes of this Agreement and any document delivered at Closing, whenever the
phrases “to the actual knowledge of CNT” or Ato the knowledge” of CNT or words of similar
import are used, they shall be deemed to refer to the current, actual knowledge
only, and not any implied, imputed or constructive knowledge, without any
independent investigation having been made or any implied duty to investigate
of the employees of CNT or Venture, as the case may be.


 


7.4                                 Change in Representation/Waiver. 
Notwithstanding anything to the contrary contained herein, Purchaser
acknowledges that Purchaser shall not be entitled to rely on any representation
made by Seller in this Article VII to the extent, prior to or at
Closing, Purchaser shall have or obtain actual knowledge of any information
that was contradictory to such representation or warranty; provided, however,
if Purchaser determines prior to Closing that there is a breach of any of the
representations and warranties made by Seller above, then Purchaser may, at its
option, by sending to Seller written notice of its election either (i)
terminate


 


12
















 


this
Agreement or (ii) waive such breach and/or conditions and proceed to Closing
with no adjustment in the Purchase Price and Seller shall have no further
liability as to such matter thereafter. 
In the event Purchaser terminates this Agreement for the reasons set
forth above, the Deposit shall be immediately refunded to Purchaser and neither
Purchaser nor Seller shall thereafter have any other rights or remedies
hereunder other than under Section 22.12 hereof.  In furtherance thereof, Seller shall have no
liability with respect to any of the foregoing representations and warranties
or any representations and warranties made in any other document executed and
delivered by Seller to Purchaser, to the extent that, prior to the Closing,
Purchaser discovers or learns of information (from whatever source, including,
without limitation the property manager, the tenant estoppel certificates or
the Seller’s Estoppel Certificates delivered pursuant to Section 10.2.1
below, as a result of Purchaser’s due diligence tests, investigations and
inspections of the Properties, or disclosure by Seller or Seller’s agents and
employees) that contradicts any such representations and warranties, or renders
any such representations and warranties untrue or incorrect, and Purchaser
nevertheless consummates the transaction contemplated by this Agreement.


 


Purchaser
will not have any right to bring any action against Seller as a result of any
untruth or inaccuracy of representations and warranties with respect to any individual
property, unless and until the aggregate amount of all liability and losses
arising out of any such untruth or inaccuracy, or any such breach, exceeds
$100,000.00 and in addition, in no event will Seller=s liability for all such breaches exceed, in
the aggregate, the Purchase Price allocated to the Property in question


 


7.5                                 Survival.  The express representations
and warranties made in this Agreement shall not merge into any instrument or
conveyance delivered at the Closing; provided, however, that any
action, suit or proceeding with respect to the truth, accuracy or completeness
of such representations and warranties shall be commenced, if at all, on or
before the date which is one (1) year after the date of the Closing and, if not
commenced on or before such date, thereafter such representations and
warranties shall be void and of no force or effect.


 


ARTICLE VIII


Representations and Warranties of Purchaser


 


8.1                                 Purchaser represents and warrants to Seller
that the following matters are true and correct as of the Effective Date.


 


8.1.1                        Authority.  Purchaser is a corporation,
duly organized, validly existing and in good standing under the laws of the
State of New York.  This Agreement has
been duly authorized, executed and delivered by Purchaser, is the legal, valid
and binding obligation of Purchaser, and does not violate any provision of any
agreement or judicial order to which Purchaser is a party or to which Purchaser
is subject.  All documents to be executed
by Purchaser which are to be delivered at Closing, will, at the time of
Closing, (i) be duly authorized, executed and delivered by Purchaser, (ii) be
legal, valid and binding obligations of Purchaser, and (iii) not violate any
provision of any agreement or judicial order to which Purchaser is a party or
to which Purchaser is subject.


 


8.1.2                        Bankruptcy or Debt of Purchaser. Purchaser has not made a general assignment
for the benefit of creditors, filed any voluntary petition in bankruptcy,
admitted in writing its inability to pay its debts as they come due or made an
offer of settlement, extension or composition to its creditors generally.  Purchaser has received no written notice of
(a) the filing of an involuntary petition by Purchaser’s creditors, (b) the appointment
of a receiver to take possession of all, or substantially all, of Purchaser’s
assets, or (c) the attachment or other judicial seizure of all, or
substantially all, of Purchaser’s assets.


 


13
















 


8.1.3                        No Financing Contingency.  It
is expressly acknowledged by Purchaser that this transaction is not subject to
any financing contingency, and no financing for this transaction shall be
provided by Seller.


 


8.2                                 Purchaser’s Acknowledgment. 
Purchaser acknowledges and agrees that, except as expressly provided in
this Agreement, Seller has not made, does not make and specifically disclaims
any and all representations, warranties, promises, covenants, agreements or
guaranties of any kind or character whatsoever, whether express or implied,
oral or written, past, present or future, including, but not limited to those
representations, warranties, promises, covenants, agreement and guaranties of,
as to, concerning or with respect to (a) the nature, quality or condition of
the Properties, including, without limitation, the water, soil and geology, (b)
the income to be derived from the Properties, (c) the suitability of the
Properties for any and all activities and uses which Purchaser may conduct
thereon, (d) the compliance of or by the Properties or its operation with any
laws, rules, ordinances or regulations of any applicable governmental authority
or body, including, without limitation, the Americans with Disabilities Act and
any rules and regulations promulgated thereunder or in connection therewith, (e)
the habitability, merchantability or fitness for a particular purpose of the
Properties, or (f) any other matter with respect to the Properties, and
specifically that Seller has not made, does not make and specifically disclaims
any representations regarding solid waste, as defined by the U.S. Environmental
Protection Agency regulations at 40 C.F.R., Part 261, or the disposal or
existence, in or on the Properties, of any hazardous substance, as defined by
the Comprehensive Environmental Response Compensation and Liability Act of
1980, as amended, and applicable state laws, and regulations promulgated
thereunder.  Purchaser further
acknowledges and agrees that, except as expressly provided in this Agreement,
having been given the opportunity to inspect the Properties, Purchaser is
relying solely on its own investigation of the Properties and not on any
information provided or to be provided by Seller.  Purchaser further acknowledges and agrees
that any information provided or to be provided with respect to the Properties
was obtained from a variety of sources and that Seller has not made any
independent investigation or verification of such information.  Purchaser further acknowledges and agrees
that, as a material inducement to the execution and delivery of this Agreement
by Seller, the sale of the Properties as provided for herein is made on an “AS
IS, WHERE IS” CONDITION AND BASIS “WITH ALL FAULTS.”  Purchaser acknowledges, represents and
warrants that Purchaser is not in a significantly disparate bargaining position
with respect to Seller in connection with the transaction contemplated by this
Agreement; that Purchaser freely and fairly agreed to this acknowledgment as
part of the negotiations for the transaction contemplated by this Agreement;
that Purchaser is represented by legal counsel in connection with this
transaction.


 


8.3                                 Survival.  The express representations
and warranties made in this Agreement by Purchaser shall not merge into any
instrument of conveyance delivered at the Closing; provided, however, that any
action, suit or proceeding with respect to the truth, accuracy or completeness
of all such representations and warranties shall be commenced, if at all, on or
before the date which is one (1) year after the date of the Closing and, if not
commenced on or before such date, thereafter shall be void and of no force or
effect.


 


ARTICLE IX


Seller’s Interim Operating Covenants/Seller’s
and Purchaser’s Covenants


 


9.1                                 Operations.  Seller agrees to continue to
operate, manage and maintain the Improvements through the applicable Closing
Date in the ordinary course of Seller’s business and substantially in
accordance with Seller’s present practice, subject to ordinary wear and tear
and further subject to Article XII of this Agreement.


 


9.2                                 No Sales.  Except for the execution of
tenant Leases pursuant to Section 9.3, Seller agrees that it shall
not convey any interest in the Properties to any third party.


 


14
















 


9.3                                 Tenant Leases/Contracts. 
Seller shall not, from and after the expiration of the applicable
Feasibility Period, (i) grant any consent or waive any rights under the Leases
or Contracts, (ii) terminate any Lease or Contract, or (iii) enter into a new
lease or contract, modify an existing Lease or contract or renew, extend or
expand an existing Lease in any material respect without the prior written
approval of Purchaser (an “Approved New Lease”), which in each case shall not
be unreasonably withheld, conditioned or delayed, and which shall be deemed granted
if Purchaser fails to respond to a request for approval within five (5)
Business Days after receipt of the request therefor together with a summary of
lease terms and credit information of the proposed tenant.  In the event that Seller shall enter into,
modify, renew, grant concessions or terminate a Lease prior to the expiration
of the applicable Feasibility Period, it shall promptly notify Purchaser in
writing thereof.  Notwithstanding the
foregoing, Seller may enter into Contracts that will not survive Closing.


 


9.4                                 Subsequent Matters. Seller agrees that it shall promptly notify
Purchaser of any casualty, condemnation or other material adverse event in
connection with the Properties, and promptly notify Purchaser upon Seller’s
receipt of any written notice of breach or default under any of the Leases or
Contracts, any violation of applicable law in connection with the Properties
and/or any Tenant vacating its leased premises within a Property.


 


ARTICLE X


Closing Conditions


 


10.1                           Conditions to Obligations of Purchaser.  The
obligations of Purchaser under this Agreement to purchase the applicable
Properties and consummate the other transactions contemplated hereby shall be
subject to the satisfaction of the following conditions on or before the
applicable Closing Date, except to the extent that any of such conditions may
be waived by Purchaser in writing at Closing.


 


10.1.1                  Tenant Estoppels. 
Purchaser shall have received tenant estoppel certificates (i)
substantially in the form attached hereto as Exhibit H, or the form
required by the applicable Leases, (ii) from tenants (other than Potlatch
Corporation (“Potlatch”))occupying not less than one hundred percent (100%) in
the aggregate of the net rentable space in the Properties then closing;
provided, however, if Purchaser has not notified Seller in writing of the
failure of the condition set forth in this Section 10.1.1 prior to
5:00 p.m. Central time prior to Closing, this condition shall be deemed
satisfied.  Notwithstanding the
foregoing, at Seller’s sole option, Seller may (i) extend the applicable
Closing Date for up to an additional thirty (30) days (but, in no event, later
than November 5, 2004) in order to satisfy the foregoing requirement, in
which event Seller shall deliver notice of such extension to Purchaser prior to
the applicable Closing Date, and/or (ii) provide its own estoppel (“Seller’s
Estoppel”) in the form attached as Exhibit I to Purchaser in
satisfaction of any or all of the foregoing requirements.  In the event that, after the applicable
Closing, Seller delivers to Purchaser a tenant estoppel certificate from a
tenant for whom Seller executed a Seller’s Estoppel at the applicable Closing
and such tenant estoppel certificate contains no information which is
contradictory to or inconsistent with the information contained in the Seller’s
Estoppel, then Seller thereafter shall be released from all liability relating
to Seller’s Estoppel with respect to such tenant’s Lease.  In no event shall Seller be obligated to
deliver updates to the tenant estoppel certificate or Seller’s Estoppel.


 


10.1.2                  Title Policy.  Upon
recordation of the Deeds and payment of the title insurance premiums, the Title
Company shall be prepared to issue to Purchaser an Owner=s Policy or Policies of Title Insurance with
respect to the Properties then closing.


 


10.1.3                  Possession of the Property. 
Delivery by Seller of possession of the applicable Properties, subject
to the Permitted Exceptions and the rights of tenants under the Leases and
Approved New Leases.


 


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10.1.4                  Performance of Covenants of Seller. 
Seller shall have performed in all material respects all covenants
required to be performed by it under this Agreement at or prior to the
applicable Closing Date.  Seller shall
have executed and delivered all documents and instruments required to be
executed and delivered by it under this Agreement at the applicable Closing,
and Seller shall not have breached in any material respect any covenant that
prevents Purchaser from fulfilling its obligations under this Agreement.


 


10.1.5                  Closing Deliveries of Seller. 
Purchaser will have received from Seller the documents identified in
Section 11.2 hereof.


 


10.1.6.               Environmental Reports. 
Purchaser shall have received a reliance letter in favor of Purchaser
from Carlson with respect to all Environmental Reports prepared by Carlson as
set forth on Schedule 7.1.6.


 


10.1.7.               JRS Lease Extension. 
Seller shall deliver to Purchaser the written agreement (“JRS
Extension”) signed by JRS, a Tenant at 1333 Grandview Parkway, Sturtevant,
Wisconsin, extending the terms of its Lease from September 1, 2004 through
and including August 30, 2007.  The
base rent under the JRS Extension shall be $3.85 per foot for the first year of
the extension term, $3.95 per foot for the second year of the extension term
and $4.05 per square foot for the 3rd year of the extension term.


 


ARTICLE XI


Closing


 


11.1                           Purchaser’s Closing Obligations.  At
each Closing, Purchaser, at its sole cost and expense, shall deliver or cause
to be delivered to Seller the following with respect to the applicable
Properties:


 


11.1.1                  The Purchase Price, after all adjustments are
made at the Closing as herein provided, by wire transfer or other immediately
available federal funds, which amount shall be received in escrow by the Title
Company at or before 11:00 a.m. Central time.


 


11.1.2                  An assumption of a blanket conveyance and
bill of sale, substantially in the form attached hereto as Exhibit J
(“General Assignment”), duly executed by Purchaser, conveying and assigning to
Purchaser the Personal Property, the Leases, the Contracts, the records and
plans, and the Intangible Property.


 


11.1.3                  Such other documents as may be reasonably
necessary or appropriate to effect the consummation of the transactions which
are the subject of this Agreement.


 


11.2                           Seller’s Closing Obligations.  At
each Closing, Seller, at its sole cost and expense, shall deliver or cause to
be delivered to Purchaser the following with respect to the applicable
Properties:


 


11.2.1                  Special warranty deeds (collectively, the
“Deed”) in recordable form properly executed by Seller conveying to Purchaser
the Land and Improvements in fee simple, subject only to the Permitted
Exceptions, substantially in the form attached hereto as Exhibit K.  Separate Deeds will be issued for the
conveyance of the Land and the Improvements for each of the Properties.


 


11.2.2                  The General Assignment, duly executed by
Seller, conveying and assigning to Purchaser the Personal Property, the Leases,
the Contracts and the Intangible Property.


 


16
















 


11.2.3                  Written notice to the tenant(s) (i)
acknowledging the sale of the Properties to Purchaser, (ii) acknowledging that
Purchaser has received and is responsible for any security deposits identified
in the Rent Roll, and (iii) indicating that rent should thereafter be paid to
Purchaser, substantially in the form attached hereto as Exhibit L.


 


11.2.4                  A certificate substantially in the form
attached hereto as Exhibit M (“Non-foreign Entity Certification”)
certifying that Seller is not a “foreign person” as defined in
Section 1445 of the Internal Revenue Code of 1986, as amended.


 


11.2.5                  An updated Rent Roll current as of the date
of Closing together with a certificate, in a form reasonably acceptable to
Purchaser and Seller, certifying as to the accuracy of the updated Rent Roll
(as of the applicable Closing Date), duly executed by Seller;


 


11.2.6                  An assignment, if necessary, in form and
substance reasonably satisfactory to Purchaser of all rights to condemnation
awards or insurance proceeds, if any, in accordance with Article XII;


 


11.2.7                  Any required title affidavits and the Survey
Certifications;


 


11.2.8                  Any transferable bonds, warranties or
guaranties which are in any way applicable to the Properties, and are in
Seller’s possession or control, together with an assignment thereof duly
executed by Seller in form and substance reasonably acceptable to Purchaser;


 


11.2.9                  Any certificates or similar documents, if
any, required by any governmental entity in connection with the sale of the
Properties;


 


11.2.10            An updated list of Contracts as of a date no more
than three (3) Business Days before the applicable Closing Date;


 


11.2.11            All original (or certified copies of) Leases, ground
leases, and subleases (and all files, memoranda and correspondence associated
with each Lease, ground lease and sublease), Contracts, licenses and permits,
records and plans in Seller’s possession.


 


11.2.12            All other documents reasonably required by
Purchaser in order to perfect the conveyance, transfer and assignment of the
Properties, including without limitation, any assignments of real estate tax
claims that are required pursuant to this Agreement and any notices to third
parties under REAs and Contracts.


 


11.2.13            Such other documents as may be reasonably
necessary or appropriate to effect the consummation of the transactions which
are the subject of this Agreement.


 


11.2.14            Within five (5) days after Closing, Seller will deliver, or will cause
to be delivered, to Purchaser (at such location(s) that Purchaser will
designate at or prior to Closing), to the extent the same are in Seller’s
possession and have not been already delivered to Purchaser,  (i) all original Leases, (and all files,
memoranda and correspondence associated with each Lease),  Contracts, licenses and permits, (ii)
property operating statements, specifically relating to the Properties; (iii)
all structural reviews, architectural drawings and environmental, engineering,
soils, seismic, geologic and architectural reports, studies and certificates
pertaining to the Real Property or the Improvements; (v) all preliminary, final
and proposed plans, specifications and drawings of the Improvements or the Real


 


17
















 


Property
or the Properties or any portion thereof; and (v) with respect to the
Properties, the accounting, billing and financial records, blueprints,
specifications, warranties, plats, maps, surveys, building and machinery diagrams,
maintenance and production records, environmental records and reports, sales
and property Tax records and sales records. 
The terms “Records and Plans” shall not include (v) any document or
correspondence which would be subject to the attorney-client privilege or which
represent Seller’s assessment or summary of the Properties including, without
limitation, any reports prepared for credit or other approvals; (w) any
document or item which Seller is contractually or otherwise bound to keep
confidential; (x) any documents pertaining to the marketing of the Property for
sale to prospective purchasers; and (y) any internal memoranda, reports or
assessments of Seller relating to the valuation of the Properties.


 


11.3                           Joint Closing Obligations. 
Purchaser and Seller shall execute and deliver a closing statement for
each of the Properties setting forth the Purchase Price, as allocated in Section 2.2
hereof, and any and all prorations and credits between the parties, as
determined pursuant to this Agreement.


 


ARTICLE XII


Risk of Loss


 


12.1                           Condemnation and Casualty.  If,
prior to the applicable Closing Date, all or any portion of the Properties are
taken by condemnation or eminent domain, or are the subject of a pending taking
which has not been consummated, or is destroyed or damaged by fire or other
casualty, Seller shall notify Purchaser of such fact promptly after Seller
obtains knowledge thereof.  If such
condemnation or casualty is “Material” (as hereinafter defined), Purchaser
shall have the option to terminate this Agreement upon notice to Seller given
not later than fifteen (15) days after receipt of Seller’s notice, or the
applicable Closing Date, whichever is earlier. 
If this Agreement is terminated, the Deposit shall be returned to
Purchaser and thereafter neither Seller nor Purchaser shall have any further
rights or obligations to the other hereunder except with respect to the
Surviving Termination Obligations.  If
this Agreement is not terminated, Seller shall not be obligated to repair any
damage or destruction but (x) Seller shall assign, without recourse, and turn
over to Purchaser all of the insurance proceeds or condemnation proceeds, as
applicable, net of any costs of repairs and net of reasonable collection costs
(or, if such have not been awarded, all of its right, title and interest
therein) payable with respect to such fire or other casualty or condemnation
including any rent abatement insurance for such casualty or condemnation and
(y) the parties shall proceed to Closing pursuant to the terms hereof without
abatement of the Purchase Price except for a credit in the amount of the
applicable insurance deductible.


 


12.2                           Condemnation Not Material.  If
the condemnation is not Material, then the Closing shall occur without
abatement of the Purchase Price and, after deducting Seller’s reasonable costs
and expenses incurred in collecting any award, Seller shall assign, without
recourse, all remaining awards or any rights to collect awards to Purchaser on
the applicable Closing Date.


 


12.3                           Casualty Not Material.  If
the Casualty is not Material, then the Closing shall occur without abatement of
the Purchase Price except for a credit in the amount of the applicable
deductible and Seller shall not be obligated to repair such damage or
destruction and Seller shall assign, without recourse, and turn over to
Purchaser all of the insurance proceeds net of any costs of repairs and net of
reasonable collection costs (or, if such have not been awarded, all of its
right, title and interest therein) payable with respect to such fire or such
casualty including any rent abatement insurance for such casualty.


 


12.4                           Materiality.  For purposes of this Article XII,
(i) with respect to a taking by condemnation or eminent domain, the term “Material”
is a taking which adversely affects access, parking or utility service to any
Property or adversely affects the use of any improvements located at the
Property or gives rise to any Tenant having the right to terminate its Lease.;
and (ii) with respect to a casualty, the term “Material” shall mean any


 


18
















 


casualty
such that (a) the cost of repair, replacement, or restoration of the Property
as reasonably estimated by an engineer designated by Seller and Purchaser, )
exceeds twenty-five percent (25%) of the value of such Property, or (b) with
respect to any Property, a Tenant occupying 10,000 sq. ft. or more has the
right to terminate its Lease as a result of a casualty.


 


ARTICLE XIII


Default


 


13.1                           Default by Seller.  In
the event the Closing and the transactions contemplated hereby do not occur as
provided herein by reason of the default of Seller, Purchaser may elect, as the
sole and exclusive remedy of Purchaser, to (i) terminate this Agreement and
receive the Deposit from the Escrow Agent, and in such event Seller shall not
have any liability whatsoever to Purchaser hereunder other than with respect to
the Surviving Termination Obligations or (ii) enforce specific performance of
this Agreement of the obligations of Seller hereunder.  Purchaser shall be deemed to have elected to
terminate this Agreement (as provided in subsection (i) above) if
Purchaser fails to deliver to Seller written notice of its intent to file a
cause of action for specific performance against Seller on or before sixty (60)
days after written notice of termination from Seller or sixty (60) days after
the originally scheduled applicable Closing Date, whichever shall occur first,
or having given Seller notice, fails to file a lawsuit asserting such cause of
action within ninety (90) days after the originally scheduled applicable
Closing Date.  Notwithstanding the
foregoing, nothing contained herein shall limit Purchaser’s remedies at law or
in equity, as to the Surviving Termination Obligations.


 


13.2                           Default by Purchaser; Liquidated Damages.  IN
THE EVENT THE CLOSING AND THE TRANSACTIONS CONTEMPLATED HEREBY DO NOT OCCUR AS
PROVIDED HEREIN BY REASON OF ANY DEFAULT OF PURCHASER, IT WOULD BE IMPRACTICAL
AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER.  THEREFORE, THE PARTIES HAVE AGREED THAT A
REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN SUCH
EVENT IS AND SHALL BE THE RIGHT TO RETAIN THE DEPOSIT, AS LIQUIDATED DAMAGES,
AS SELLER’S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT.  SUCH LIQUIDATED DAMAGES ARE NOT INTENDED AS A
FORFEITURE OR PENALTY WITHIN THE MEANING OF APPLICABLE LAWS.  Notwithstanding the foregoing, nothing
contained herein shall limit seller’s remedies at law or in equity, as to the
surviving termination obligations.


 


ARTICLE XIV


Brokers


 


14.1                           Brokers.  Purchaser and Seller each
represents and warrants to the other that it has not dealt with any person or
entity entitled to a brokerage commission, finder’s fee or other compensation
with respect to the transaction contemplated hereby other than Cushman and
Wakefield and Legg Mason Walker, Inc. 
Purchaser hereby agrees to indemnify, defend, and hold Seller harmless
from and against any losses, damages, costs and expenses (including, but not
limited to, attorneys’ fees and costs) incurred by Seller by reason of any
breach or inaccuracy of the Purchaser’s ( or its nominee’s) representations and
warranties contained in this Article XIV.  Seller hereby agrees to indemnify, defend,
and hold Purchaser harmless from and against any losses, damages, costs and
expenses (including, but not limited to, attorneys’ fees and costs) incurred by
Purchaser by reason of any breach or inaccuracy of Seller’s representations and
warranties contained in this Article XIV.  Purchaser shall pay all amounts due Cushman
and Wakefield relative to the transaction contemplated by this Agreement at the
Closing.  Purchaser and Seller shall each
pay one-half of one percent (1/2%) of the Purchase Price to Legg Mason Walker,
Inc. at the Closing.  The provisions of
this Article XIV shall survive the Closing and/or termination of
this Agreement.


 


19
















 


ARTICLE XV


Confidentiality


 


15.1                           Confidentiality. 
Purchaser expressly acknowledges and agrees that the transactions
contemplated by this Agreement, the Documents that are not otherwise known by
or readily available to the public and the terms, conditions and negotiations
concerning the same shall be held in the strictest confidence by Purchaser and shall
not be disclosed by Purchaser except to its legal counsel, surveyor, title
company, broker, accountants, consultants, officers, partners, directors and
shareholders (“Authorized Representatives”), and except and only to the extent
that such disclosure may be necessary for its performance hereunder.  Purchaser agrees that it shall instruct each
of its Authorized Representatives to maintain the confidentiality of such
information and at the request of Seller, to promptly inform Seller of the
identity of each such Authorized Representative.  Purchaser further acknowledges and agrees
that, unless and until the Closing occurs, all information and materials
obtained by Purchaser in connection with the Properties that are not otherwise
known by or readily available to the public will not be disclosed by Purchaser
to any third persons (other than to its Authorized Representatives) without the
prior written consent of Seller.  If the
transaction contemplated by this Agreement does not occur for any reason
whatsoever, Purchaser shall promptly return to Seller, and shall instruct its
Authorized Representatives to return to Seller, all copies and originals of all
documents and information provided to Purchaser.  Nothing contained in this Section 15.1
shall preclude or limit either party from disclosing or accessing any
information otherwise deemed confidential under this Section 15.1
in connection with the party’s enforcement of its rights following a
disagreement hereunder or in response to lawful process or subpoena or other
valid or enforceable order of a court of competent jurisdiction or any filings
with Authorities required by reason of the transactions provided for
herein.  The provisions of this Section 15.1
shall survive any termination of this Agreement for a period of six (6) months.


 


15.2                           Post Closing Publication. 
Notwithstanding the foregoing, following Closing, Purchaser and Seller
shall have the right to announce the acquisition of the Properties in
newspapers and real estate trade publications (including “tombstones”)
publicizing the purchase provided that Purchaser and Seller shall consult with
the other with respect to any such notice or publication, and shall implement
any reasonable comments or objections of the other.  The provisions of this Section 15.2
shall survive Closing and/or any termination of this Agreement.


 


ARTICLE XVI


1031 Exchange


 


16.1                           1031 Exchange. 
Purchaser and Seller agree to cooperate with the other for purposes of
effecting and structuring, in conjunction with the sale/purchase of the
Properties, for the benefit of Seller and Purchaser a like-kind exchange of
real property, whether simultaneous or a deferred exchange, pursuant to
Section 1031 of the Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder. 
Purchaser specifically agrees to execute such documents and instruments
as are reasonably necessary to implement such an exchange.  Seller and Purchaser shall be solely responsible
for assuring that the structure of their respective  proposed exchange is effective for Seller’s
and Purchaser’s tax purposes. 
Furthermore, Purchaser and Seller specifically agree that the other may
assign this Agreement and any of its rights or obligations hereunder, in whole
or in part, as necessary or appropriate in furtherance of effectuating a
Section 1031 like-kind exchange for the Properties, provided that such
assignment shall not serve to relieve Seller or Purchaser of any liability for
Seller’s and Purchaser’s obligations hereunder. 
Purchaser and Seller shall have no obligation to pay costs or expenses
of effectuating such exchange, no such exchange shall alter the time for
performance set forth herein, and Purchaser and Seller shall not be required to
take title to any exchange property of (except for customary consent to
assignment of this Agreement to an exchange intermediary) to incur obligations
to third parties.  The parties intend the
sale of the Properties in two phases to be two separate sales for federal
income tax purposes and that the use of a single Purchase and Sale Agreement
was done for convenience purposes only.


 


20
















 


ARTICLE XVII


Tenant Right of First Refusal


 


17.1                           Tenant’s Exercise of Right of First Refusal. 
Purchaser acknowledges that the tenants described on Exhibit N
attached hereto have certain rights under their respective Leases to purchase
the property (“ROFR Property”) in which their premises is located (each of such
Leases is hereinafter referred to as a “Right of First Refusal Lease”).  The parties hereto agree that the purchase
price for a ROFR Property shall be based on the allocation pursuant to Section 2.2.  In the event that any such tenant exercises
its right to purchase a ROFR Property pursuant to the terms of a Right of First
Refusal Lease, the ROFR Property shall be deleted as a Property and shall not
be subject to the terms of this Agreement and the Purchase Price shall be
reduced accordingly.


 


ARTICLE XVIII


CAT Property


 


18.1                           NFR Letter. CNT agrees to use reasonable efforts to provide Purchaser with a No
Further Remediation Letter(s) (“NFR Letter(s)”) issued to CNT by the Illinois
Environmental Protection Agency (“IEPA”) with respect to the Property located
at 2200 Channahon Road (“CAT Property”). 
CNT shall diligently attempt to provide an NFR Letter(s) for the CAT
Property after the Closing.  CNT has
entered the CAT Property in the Site Remediation Program, codified at Title
XVII of the Illinois Environmental Protection Act, 415 ILCS 5/1 et seq., and
regulations promulgated thereunder (“SRP”), and administered by the Illinois
Environmental Protection Agency (“IEPA”). 
CNT will make reasonable efforts to obtain an NFR Letter(s) utilizing
the Tiered Approach to Corrective Action Objectives (“TACO”)
industrial/commercial remediation or construction worker objectives under TACO
standards for soil and/or groundwater, as set forth at 35 Ill. Admin. Code Part
742.  After receipt of the final NFR
Letter(s) from the IEPA, CNT will provide Purchaser with a copy of the NFR
Letter(s) as soon as practicable.


 


18.2                           Other Rights and Obligations for NFR. 
Notwithstanding any other provision contained in this Agreement or any
document delivered by CNT to Purchaser at or before Closing, CNT retains all
other rights, including those rights discussed in the Purchase and Sale
Agreement, dated September 9, 2003, by and between CenterPoint Properties
Trust and Caterpillar Inc., as amended, and the Environmental Remediation
Agreement dated December 15, 2003, by and between Caterpillar Inc. and
CenterPoint Joliet LLC.


 


18.3                           Purchaser’s Obligations Regarding NFR. 
CNT’s obligation to provide Purchaser with a(n) NFR Letter(s) for the
CAT Property shall be conditioned on Purchaser’s good faith cooperation with
CNT, including providing access to the CAT Property to CNT and sharing all
environmental information with CNT. 
Furthermore, Purchaser acknowledges and hereto agrees that it will
consent to the establishment of institutional controls (e.g., deed
restrictions) upon the CAT Property to the extent the same are necessary to
obtain the NFR Letter(s).  Purchaser’s
consent shall not be unreasonably withheld and Purchaser shall execute all
documents reasonably requested by CNT with respect thereto.


 


18.4                           Utilities.  The General Assignment shall
contain a reservation by Assignor of the following rights under that certain
Lease dated December 15, 2003, by and between Assignor, as lessor, and
Caterpillar Inc., a Delaware corporation, as lessee (“CAT”), with respect to
the CAT Property (“CAT Lease”):  (i) the
right to enforce the obligations of CAT to take all actions set forth on
Exhibit C attached to the CAT Lease; and (ii) the right to require CAT to
continue to provide electric service, emergency power, steam heat, natural gas,
potable water and/or fire protection/fire suppression/fire alarm services on an
interim basis, to those buildings referred to as Building C, D and E in the CAT
Lease, in accordance with the provisions set forth on Exhibit C attached to the
CAT Lease.


 


21
















 


18.5                           CAT Lease Assignee.  The
General Assignment with respect to the CAT Lease shall be executed on behalf of
Purchaser by an entity with a net worth of $50,000,000.00 or more.  Purchaser shall provide evidence reasonably
acceptable to CNT that such party satisfies the net worth requirement set forth
above.  CNT may provide evidence of the
net worth of such entity to CAT.


 


ARTICLE XIX


Options to Purchase


 


19.1                           Sanyo Expansion. 
Pursuant to that certain Industrial Lease dated March 17, 2004 by
and between Sanyo Logistics Corporation, as tenant (“Sanyo”), and CenterPoint
Intermodal LLC, as landlord (“Sanyo Lease”), Sanyo leased certain property in
the building commonly known as 26634 CenterPoint Drive, Elwood, Illinois
(“Building 4”).  Pursuant to the Sanyo
Lease, Sanyo has the option (“Sanyo Expansion Option”) to request that the
landlord under the Sanyo Lease construct, at the landlord’s cost and expense,
an addition to Building 4 on a portion of the land depicted on Schedule 19.1,
attached hereto (“Sanyo Adjacent Land”). 
In the event that Sanyo properly exercises the Sanyo Expansion Option in
accordance with Section 34 of the Sanyo Lease on or before October 1,
2006, Purchaser shall have the option, to be exercised by written notice to CNT
on or before the earlier of (i) October 15, 2006 or (ii) fifteen (15) days
after Sanyo exercises the Sanyo Expansion Option, to purchase the Sanyo
Adjacent Land (“Purchase Option 4”) for an amount (“Sanyo Price”) equal to the
product of (i) $3.25 and (ii) the number of gross square feet located in the
Sanyo Adjacent Land.  Purchaser
acknowledges and agrees that in the event that the terms and conditions of the
Sanyo Expansion Option are modified or amended, the provisions of this Section 19.1
shall be deemed null and void and of no further force and effect and CNT shall
have no obligation to sell the Sanyo Adjacent Land to Purchaser.  In the event Purchaser exercises Purchase
Option 4, Purchaser shall pay CNT the Sanyo Price to CNT within fifteen (15)
days after its exercise of Purchase Option 4 and CNT shall give Purchaser a
Special Warranty Deed conveying the Sanyo Adjacent Land at the time of such
payment.  In the event that Purchaser
fails to exercise Purchase Option 4 or pay the Sanyo Price on or before the
time periods referenced in this Section 19.1, Purchase Option 4
shall be null and void and of no further force or effect and CNT shall not have
any obligation to sell the Sanyo Adjacent Land to Purchaser.


 


19.2                           Building 23 Option to Purchase. 
Pursuant to that certain Industrial Building Lease dated April, 2002 by
and between Potlatch Corporation, as tenant, and CenterPoint Intermodal LLC, as
landlord, as amended by Lease Amendment dated June 18, 2003 and Second
Lease Amendment dated February 27, 2004 (collectively, “Potlatch Lease”),
Potlatch leased certain property in the building commonly known as 21561
Mississippi, Elwood, Illinois (“Building 23”). 
Pursuant to the Potlatch Lease, Potlatch has the option (“Potlatch
Expansion Option”) to request that the landlord under the Potlatch Lease
construct, at the landlord’s cost and expense, an addition to Building 23 on a
portion of the land depicted on Schedule 19.2, attached hereto
(“Potlatch Adjacent Land”).  In the event
that Potlatch properly exercises the Potlatch Expansion Option in accordance
with Section 33 of the Potlatch Lease on or before December 31, 2004,
Purchaser shall have the option, to be exercised by written notice to CNT on or
before the earlier of (i) January 15, 2005 or fifteen (15) days after
Potlatch exercises the Potlatch Expansion Option, to purchase the Potlatch
Adjacent Land (“Purchase Option 23”) for an amount (“Potlatch Price”) equal to
the product of (i) $3.25 and (ii) the number of gross square feet located in
the Potlatch Adjacent Land.  Purchaser
acknowledges and agrees that in the event that the terms and conditions of the
Potlatch Expansion Option are modified or amended, the provisions of this Section 19.2
shall be deemed null and void and of no further force and effect and CNT shall
have no obligation to sell the Potlatch Adjacent Land to Purchaser.  In the event Purchaser exercises Purchase
Option 23, Purchaser shall pay CNT the Potlatch Price to CNT within fifteen
(15) days after its exercise of Purchase Option 23 and CNT shall give Purchaser
a Special Warranty Deed conveying the Potlatch Adjacent Land at the time of
such payment.  In the event that
Purchaser fails to exercise Purchase Option 23 or pay the Potlatch Price on or
before the time periods referenced in this Section 19.2, Purchase
Option 23 shall be null and void


 


22
















 


and
of no further force or effect and CNT shall not have any obligation to sell the
Potlatch Adjacent Land to Purchaser.


 


ARTICLE XX


Relocation of Tenants


 


20.1                           Relocation of Tenants. 
Seller agrees not to initiate a contact with a Tenant (“Existing
Tenant”) from any of the Properties to induce them to relocate to a building
owned by Seller for a period of five (5) years after the applicable Closing
Date.  Notwithstanding the foregoing,
Seller shall not enter into a lease with more than one (1) Existing Tenant in
each calendar year during said five (5) year period.  The provisions of this Section 20.1
shall expire on the date which is five (5) years after the applicable Closing
Date.


 


ARTICLE XXI


21561 Mississippi


 


21.1                           Ownership Structure. 
Notwithstanding any other provision of this Agreement, on the Phase I
Closing Date, CNT shall sell Purchaser an undivided 95% interest in the
property commonly known as 21561 Mississippi, Elwood, Illinois (“Potlatch
Property”).  The parties agree that the
value of the Potlatch Property is $28,119,134.00.  Purchaser shall pay 95% of that amount to CNT
on the Phase I Closing Date.


 


Simultaneous
with the Potlatch Closing, CNT and Purchaser shall form a limited liability
company, a Delaware statutory trust or other entity agreed upon by CNT and
Purchaser (“New Entity”).  Purchaser will
cause the 95% ownership interest in the Potlatch Property to be acquired by it
to be transferred to New Entity and CNT shall contribute its 5% ownership
interest in the Potlatch Property to New Entity.  CNT shall be entitled to all of the incidents
of ownership relating to its 5% interest in New Entity, including, but not
limited to, the right to receive 5% of the cash flow from the Potlatch
Property.  CNT shall continue to collect
all rent relating to the Potlatch Property for New Entity at all times while it
owns an interest in New Entity.  CNT
shall not receive a fee for collecting said rent and paying same to New
Entity.  CNT shall not be obligated to
fund any amount as a result of its ownership in New Entity.  CNT and Purchaser shall agree upon the forms
of the documents required to establish New Entity during the Phase I
Feasibility Period.  The applicable
documents will be executed and delivered by the parties on the Phase I Closing
Date.


 


21.2                           Call Option.  CNT shall have the option to
require Purchaser to purchase its interest in New Entity for the amount of
$1,405,956.00.  Purchaser shall have the option
to acquire CNT’s interest in New Entity for $1,405,956.00.  Either party may exercise its option at any
time after May 1, 2007 upon written notice to the other party.  Upon exercise of the option by either party,
CNT shall execute an assignment of its interest in the limited liability
company to Purchaser and Purchaser shall pay the amount due by wire transfer of
federal funds.  The assignment shall be
delivered and the wire transfer shall occur within ten (10) days after the
exercise of the option by either party. 
CNT and Purchaser shall agree upon the forms of documents evidencing the
foregoing options during the Phase I Feasibility Period.  The applicable documents will be executed and
delivered by the parties on the Phase I Closing Date.


 


21.3                           Potlatch Lease.  The
Potlatch Lease grants Potlatch the right to purchase the Potlatch Property upon
the terms and conditions set forth in the Potlatch Lease.  Purchaser acknowledges and agrees that in the
event that either CNT or Purchaser exercise the option described in Section 21.2
above, that Purchaser shall treat the exercise of the option as a “Letter of
Intent” (as defined in the Potlatch Lease) and grant Potlatch the right to
purchase the Potlatch Property for the amount of $28,119,134.00, which is


 


23
















 


the
value of the Potlatch Property as determined by CNT and Purchaser for all
purposes under this Purchase and Sale Agreement.  In the event that Potlatch does not exercise
its right to purchase as provided in the Potlatch Lease at that time, Potlatch
shall, subject to the terms and conditions of the Lease, continue to have the
right to purchase the Potlatch Property at any time during the remaining term
of the Potlatch Lease upon receipt of a Letter of Intent by Landlord.


 


ARTICLE XXII


Miscellaneous


 


22.1                           Notices. Any and all notices, requests, demands or other communications
hereunder shall be in writing and shall be deemed properly served (i) on the
date sent if transmitted by hand delivery with receipt therefor, (ii) on the
date sent if transmitted by facsimile (with confirmation by hard copy to follow
by overnight delivery service), (iii) on day after the notice is deposited with
an overnight courier, or (iv) three (3) Business Days after being sent by
registered or certified mail, return receipt requested, first class postage
prepaid, addressed as follows (or to such new address as the addressee of such
a communication may have notified the sender thereof):


 


	
  To
  Purchaser:

  	
  Benderson
  Development Company, Inc.

  8441 Cooper Creek Boulevard

  University Park, FL  34201

  Attn:  Mr. Randall Benderson

  Fax No.: (941) 359-1836

  
	
   

  	
   

  
	
  With
  a copy to:

  	
  Benderson
  Development Company, Inc.

  8441 Cooper Creek Boulevard, University Park,

  Florida  34201

  Attn: Mr. David H. Baldauf

  Fax No.: (941) 359-0048

  
	
   

  	
   

  
	
  With
  a copy to:

  	
  Benderson
  Development Company, Inc.

  570 Delaware Avenue

  Buffalo, New York 14202

  Attn: Paul F. Wells, Esq.

  Fax No.: (716) 878-9694

  
	
   

  	
   

  
	
  To
  Seller:

  	
  CenterPoint
  Properties Trust

  1808 Swift Drive

  Oak Brook, IL 60523

  Attn: Mr. Michael M. Mullen and

  Mr. James Clewlow

  Fax No.:  (630) 586-8010

  
	
   

  	
   

  
	
  With
  a copy to:

  	
  Weinberg
  Richmond LLP

  333 West Wacker Drive, Suite 1800

  Chicago, IL  60606

  Attn:  Mark S. Richmond, Esq.

  Fax No.:  (312) 807-3903

  



 


24
















 


22.2                           Governing Law.  This
Agreement shall be governed by and construed in accordance with the internal,
substantive laws of the State of Illinois, without regard to the conflict of
laws principles thereof.


 


22.3                           Headings.  The captions and headings
herein are for convenience and reference only and in no way define or limit the
scope or content of this Agreement or in any way affect its provisions.


 


22.4                           Effective Date.  This
Agreement shall be effective upon delivery of this Agreement fully executed by
the Seller and Purchaser, which date shall be deemed the Effective Date
hereof.  Either party may request that
the other party promptly execute a memorandum specifying the Effective Date.


 


22.5                           Business Days.  If
any date herein set forth for the performance of any obligations of Seller or
Purchaser or for the delivery of any instrument or notice as herein provided
should be on a Saturday, Sunday or legal holiday, the compliance with such
obligations or delivery shall be deemed acceptable on the next business day
following such Saturday, Sunday or legal holiday.  As used herein, the term “legal holiday”
means any state or Federal holiday for which financial institutions or post
offices are generally closed in the state where the Property is located.


 


22.6                           Counterpart Copies.  This
Agreement may be executed in two or more counterpart copies, all of which
counterparts shall have the same force and effect as if all parties hereto had
executed a single copy of this Agreement.


 


22.7                           Binding Effect.  This
Agreement shall be binding upon, and inure to the benefit of, the parties
hereto and their respective successors and assigns.


 


22.8                           Assignment.  Purchaser shall not have the
right to assign the Agreement without Seller’s prior written consent, which
consent may be given or withheld in Seller’s sole and absolute discretion;
provided that Purchaser shall in no event be released from any of its
obligations or liabilities hereunder as a result of any such assignment.  Whenever reference is made in this Agreement
to Seller or Purchaser, such reference shall include the successors and assigns
of such party under this Agreement. 
Notwithstanding the foregoing, Purchaser shall have the right to freely
assign all or a potion of this Agreement to an entity that is owned and
controlled by Randall or Nathan Benderson.


 


22.9                           Interpretation.  This
Agreement shall not be construed more strictly against one party than against
the other merely by virtue of the fact that it may have been prepared by
counsel for one of the parties, it being recognized that both Seller and
Purchaser have contributed substantially and materially to the preparation of
this Agreement.


 


22.10                     Entire Agreement.  This
Agreement and the Exhibits attached hereto contain the final and entire agreement
between the parties hereto with respect to the sale and purchase of the
Property and are intended to be an integration of all prior negotiations and
understandings.  Purchaser, Seller and
their agents shall not be bound by any terms, conditions, statements,
warranties or representations, oral or written, not contained herein.  No change or modifications to this Agreement
shall be valid unless the same is in writing and signed by the parties hereto.  Each party reserves the right to waive any of
the terms or conditions of this Agreement which are for their respective
benefit and to consummate the transaction contemplated by this Agreement in
accordance with the terms and conditions of this Agreement which have not been
so waived.  Any such waiver must be in
writing signed by the party for whose benefit the provision is being waived.


 


22.11                     Severability.  If
any one or more of the provisions hereof shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect


 


25
















 


any
other provision hereof, and this Agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein.


 


22.12                     Survival.  Except as otherwise
specifically provided for in Sections 4.2, 5.1, 5.2, 5.3,
5.4, 5.6, 6.2, 7.4, 7.5, 8.2,  8.3,
14.1, 15.1, 15.2, 18.1, 18.2, 18.3, 18.4,
19.1, 19.2, 20.1, 21.2, 21.3, 22.15
and 22.16 (collectively, the “Surviving Termination Obligations”), the
provisions of this Agreement and the representations and warranties herein
shall not survive after the conveyance of title and payment of the Purchase
Price but be merged therein.


 


22.13                     Exhibits.  Exhibits A through N
attached hereto are incorporated herein by reference.


 


22.14                     Time.  Time is of the essence in the
performance of each of the parties’ respective obligations contained herein.


 


22.15                     Limitation of Liability.  The
obligations of Seller are binding only on Seller and Seller’s assets and shall
not be personally binding upon, nor shall any resort be had to, the private
properties of any of the partners, officers, directors, shareholders or
beneficiaries of Seller, or of any partners, officers, directors, shareholders
or beneficiaries of any partners of Seller, or of any of Seller’s employees or
agents.  All documents to be executed by
Seller shall also contain the foregoing exculpation.  The obligations of Purchaser are binding only
on Purchaser and Purchaser’s assets and shall not be personally binding upon,
nor shall any resort be had to, the private properties of any of the partners,
officers, directors, shareholders or beneficiaries of Purchaser, or of any
partners, officers, directors, shareholders or beneficiaries of any partners of
Purchaser, or of any of Purchaser’s employees or agents.


 


22.16                     Prevailing Party. 
Should either party employ an attorney to enforce any of the provisions
hereof, (whether before or after Closing, and including any claims or actions
involving amounts held in escrow), the non-prevailing party in any final
judgment agrees to pay the other party’s reasonable expenses, including
reasonable attorneys’ fees and expenses in or out of litigation and, if in
litigation, trial, appellate, bankruptcy or other proceedings, expended or
incurred in connection therewith, as determined by a court of competent
jurisdiction.  The provisions of this Section 22.16
shall survive Closing and/or any termination of this Agreement.


 


22.17                     No Recording. 
Neither this Agreement nor any memorandum or short form hereof shall be
recorded or filed in any public land or other public records of any
jurisdiction, by either party and any attempt to do so may be treated by the
other party as a breach of this Agreement.


 


22.18                     Waiver of Trial by Jury.  The
respective parties hereto shall and hereby do waive trial by jury in any
action, proceeding or counterclaim brought by either of the parties hereto
against the other on any `matters whatsoever arising out of or in any way
connected with this Agreement, or for the enforcement of any remedy under any
statute, emergency or otherwise.


 


[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK;

SIGNATURE PAGES TO FOLLOW]


 


26
















 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement under seal on
the date or dates set forth below.


 


	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
  BENDERSON
  DEVELOPMENT COMPANY, INC., a

  New York corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Randall Benderson

  	
   

  
	
   

  	
   

  	
  Name:  Randall Benderson

  
	
   

  	
   

  	
  Title:  President

  
	
   

  	
   

  	
   

  
	
   

  	
  ATTEST:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Mark Chair

  	
   

  
	
   

  	
   

  	
  Name:  Mark Chair

  
	
   

  	
   

  	
  Title:  Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
      August 5,
  2004

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Tax
  I.D. #
                           

  
	
   

  	
   

  	
   

  
	
   

  	
  SELLER:

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTERPOINT
  PROPERTIES TRUST, a Maryland real

  estate investment trust

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Michael M. Mullen

  	
   

  
	
   

  	
   

  	
  Name:  Michael M. Mullen

  
	
   

  	
   

  	
  Title:  President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Rockford O. Kottka

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Rockford
  O. Kottka

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice-President Treasurer and

  Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
      August 5,
  2004

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTERPOINT
  VENTURE, LLC, a Delaware limited

  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James Clewlow

  	
   

  
	
   

  	
   

  	
  Name:  James Clewlow

  
	
   

  	
   

  	
  Title:  Vice-President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael A. Tortorici

  	
   

  
	
   

  	
   

  	
  Name:  Michael A. Tortorici

  
	
   

  	
   

  	
  Title:  Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
      August 5, 2004

  	
   

  
							



 


27
















 


	
  Exhibits

  	
   

  
	
   

  	
   

  
	
  Exhibit
  A-1

  	
  CNT
  Properties

  
	
  Exhibit
  A-2

  	
  Venture
  Properties

  
	
  Exhibit
  A-3

  	
  Schedule of
  Titleholders

  
	
  Exhibit
  B-1 - B-23

  	
  Legal
  Descriptions

  
	
  Exhibit
  C-1 - C-23

  	
  Schedule of
  Leases

  
	
  Exhibit
  D-1 – D-23

  	
  Contracts

  
	
  Exhibit
  E

  	
  Escrow
  Agreement

  
	
  Exhibit
  F

  	
  Documents

  
	
  Exhibit
  G-1 - G-23

  	
  Permitted
  Exceptions

  
	
  Exhibit
  H

  	
  Estoppel
  Certificate

  
	
  Exhibit
  I

  	
  Seller’s
  Estoppel Certificate

  
	
  Exhibit
  J

  	
  General
  Assignment

  
	
  Exhibit
  K

  	
  Deeds

  
	
  Exhibit
  L -

  	
  Notice
  of Sale to Tenant

  
	
  Exhibit
  M -

  	
  Non-Foreign
  Entity Certification

  
	
  Exhibit
  N -

  	
  ROFR
  Property

  
	
   

  	
   

  
	
  Schedules

  	
   

  
	
   

  	
   

  
	
  Schedule 2.1

  	
  Allocated
  Purchase Price for each Property

  
	
  Schedule 4.1.1

  	
  Phase
  I Properties

  
	
  Schedule 4.2.3

  	
  Phase
  II Properties

  
	
  Schedule 6.2

  	
  Surveys

  
	
  Schedule 7.1.6

  	
  Environmental
  Information Provided to Purchaser

  
	
  Schedule 7.1.8

  	
  CNT
  Rent Roll

  
	
  Schedule 7.2.8

  	
  Venture
  Rent Roll

  
	
  Schedule 19.1

  	
  Sanyo
  Adjacent Land

  
	
  Schedule 19.2

  	
  Potlatch
  Adjacent Land

  



 


28
















 


EXHIBIT A-1


 


CNT PROPERTIES


 


	
  #

  	
   

  	
  PROPERTY

  
	
  1

  	
   

  	
  333
  Northwest, Northlake

  
	
  2

  	
   

  	
  820
  Frontenac Road, Naperville

  
	
  3

  	
   

  	
  1510
  Frontenac, Naperville

  
	
  4

  	
   

  	
  26634
  CenterPoint Ave., Elwood

  
	
  6

  	
   

  	
  10047
  Virginia Ave., Chicago Ridge

  
	
  7

  	
   

  	
  8200
  100th Street, Pleasant Prairie

  
	
  8

  	
   

  	
  Intentionally
  Deleted

  
	
  9

  	
   

  	
  5211
  S. 3rd Street, Milwaukee

  
	
  10

  	
   

  	
  5170-5250
  S. 6th Street, Milwaukee

  
	
  11

  	
   

  	
  W165
  N. 58300 Ridgewood

  
	
  15

  	
   

  	
  8877
  Union Center Drive, West Chester, OH

  
	
  16

  	
   

  	
  Intentionally
  deleted

  
	
  17

  	
   

  	
  2200
  Channahon Road, Joliet

  
	
  18

  	
   

  	
  8100
  100th Street, Pleasant Prairie, WI

  
	
  19

  	
   

  	
  1333
  Grandview Parkway, Sturtevant, WI

  
	
  20

  	
   

  	
  1221
  Grandview Parkway, Sturtevant, WI

  
	
  21

  	
   

  	
  Intentionally
  excluded

  
	
  23

  	
   

  	
  21561
  Mississippi, Elwood

  



 


29
















 


EXHIBIT A-2


 


VENTURE PROPERTIES


 


	
  #

  	
   

  	
  PROPERTY

  
	
  5

  	
   

  	
  475
  Superior, Munster

  
	
  12

  	
   

  	
  315
  Resource Drive, Rialto CA

  
	
  13

  	
   

  	
  301
  Clay Road, Sunnyvale TX

  
	
  14

  	
   

  	
  19975
  Independence, Groveland FL

  
	
  22

  	
   

  	
  4500
  Harley Davidson Drive, Wauwatosa

  



 


30
















 


EXHIBIT A-3


 


FEE TITLEHOLDERS


 


	
  #

  	
   

  	
  PROPERTY

  	
   

  	
  OWNER

  
	
  1

  	
   

  	
  333 Northwest, Northlake

  	
   

  	
  CenterPoint Properties Trust, a Maryland Real Estate Investment Trust

  
	
  2

  	
   

  	
  820 Frontenac Road, Naperville

  	
   

  	
  Naperville Properties Corporation, an Illinois Corporation

  
	
  3

  	
   

  	
  1510 Frontenac, Naperville

  	
   

  	
  Naperville Properties Corporation, an Illinois Corporation

  
	
  4

  	
   

  	
  26634 CenterPoint Ave., Elwood

  	
   

  	
  CenterPoint Intermodal LLC

  
	
  5

  	
   

  	
  475 Superior, Munster

  	
   

  	
  CenterPoint Venture LLC, a Delaware Limited Liability Company

  
	
  6

  	
   

  	
  10047 Virginia Ave., Chicago Ridge

  	
   

  	
  CenterPoint Properties Trust, a Maryland Real Estate Investment Trust

  
	
  7

  	
   

  	
  8200 100th Street, Pleasant Prairie

  	
   

  	
  CP Financing Trust, a Maryland Real Estate Investment Trust

  
	
  8

  	
   

  	
  8901 102nd Street, Pleasant Prairie

  	
   

  	
  CP Financing Trust, a Maryland Real Estate Investment Trust

  
	
  9

  	
   

  	
  5211 S. 3rd Street, Milwaukee

  	
   

  	
  CenterPoint Properties Trust, a Maryland Real Estate Investment Trust

  
	
  10

  	
   

  	
  5170-5250 S. 6th Street, Milwaukee

  	
   

  	
  CenterPoint Properties Trust, a Maryland Real Estate Investment Trust

  
	
  11

  	
   

  	
  W165 N. 58300 Ridgewood

  	
   

  	
  CenterPoint Properties Trust, a Maryland Real Estate Investment Trust

  
	
  12

  	
   

  	
  315 Resource Drive, Rialto CA

  	
   

  	
  CenterPoint Venture LLC

  
	
  13

  	
   

  	
  301 Clay Road, Sunnyvale TX

  	
   

  	
  CenterPoint Venture LLC

  
	
  14

  	
   

  	
  19975 Independence, Groveland FL

  	
   

  	
  CenterPoint Venture LLC

  
	
  15

  	
   

  	
  8877 Union Center Drive, West Chester, OH

  	
   

  	
  CenterPoint Realty Services Corporation, an Illinois Corporation

  
	
  17

  	
   

  	
  2200 Channahon Road, Joliet

  	
   

  	
  CenterPoint Joliet LLC, a Limited Liability Company

  
	
  18

  	
   

  	
  8100 100th Street, Pleasant Prairie, WI

  	
   

  	
  CenterPoint Properties Trust, a Maryland Real Estate Investment Trust

  
	
  19

  	
   

  	
  1333 Grandview Parkway, Sturtevant, WI

  	
   

  	
  CenterPoint Properties Trust, a Maryland Real Estate Investment Trust

  
	
  20

  	
   

  	
  1221 Grandview Parkway, Sturtevant, WI

  	
   

  	
  CenterPoint Properties Trust, its successors and assigns

  
	
  21

  	
   

  	
  Intentionally excluded

  	
   

  	
   

  
	
  22

  	
   

  	
  4500 Harley Davidson Drive, Wauwatosa

  	
   

  	
  CenterPoint Venture, LLC

  
	
  23

  	
   

  	
  21561 Mississippi, Elwood

  	
   

  	
  CenterPoint Intermodal LLC

  



 





















 


EXHIBIT
B-1


 


INTENSIONALLY
OMITTED


 

















 


EXHIBIT
B-2


 


INTENSIONALLY
OMITTED


 

















 


EXHIBIT
B-3


 


INTENSIONALLY
OMITTED


 

















 


EXHIBIT
B-4


 


INTENASIONALLY
OMITTED


 

















 


EXHIBIT
B-5


 


INTENSIONALLY
OMITTED


 

















 


EXHIBIT
B-6


 


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OMITTED


 

















 


EXHIBIT
B-7


 


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OMITTED


 

















 


EXHIBIT
B-8


 


INTENTIONALLY
OMITTED


 

















 


EXHIBIT
B-9


 


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OMITTED


 

















 


EXHIBIT
B-10


 


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OMITTED


 

















 


EXHIBIT
B-11


 


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OMITTED


 

















 


EXHIBIT
B-12


 


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OMITTED


 

















 


EXHIBIT
B-13


 


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OMITTED


 

















 


EXHIBIT
B-14


 


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OMITTED


 

















 


EXHIBIT
B-15


 


INTENSIONALLY
OMITTED


 

















 


EXHIBIT
B-16


 


INTENTIONALLY
DELETED


 

















 


EXHIBIT
B-17


 


INTENSIONALLY
OMITTED


 

















 


EXHIBIT
B-18


 


INTENSIONALLY
OMITTED


 

















 


EXHIBIT
B-19


 


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OMITTED


 

















 


EXHIBIT
B-20


 


INTENSIONALLY
OMITTED


 

















 


EXHIBIT
B-21


 


INTENTIONALLY
EXLCUDED


 

















 


EXHIBIT
B-22


 


INTENSIONALLY
OMITTED


 

















 


EXHIBIT
B-23


 


INTENSIONALLY
OMITTED


 

















 


EXHIBITS
C-1 - C-23


 


INTENSIONALLY
OMITTED


 

















 


EXHIBIT
D-1 - D-23


 


INTENSIONALLY
OMITTED


 

















 


EXHIBIT
E


 


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OMITTED


 

















 


EXHIBIT
F


 


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OMITTED


 

















 


EXHIBIT G-1


 


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EXHIBIT G-2


 


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OMITTED


 

















 


EXHIBIT G-3


 


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EXHIBIT G-4


 


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OMITTED


 

















 


EXHIBIT G-5


 


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OMITTED


 

















 


EXHIBIT G-6


 


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OMITTED


 

















 


EXHIBIT G-7


 


INTENSIONALLY
OMITTED


 

















 


EXHIBIT G-8


 


INTENSIONALLY
OMITTED


 

















 


EXHIBIT G-9


 


INTENSIONALLY
OMITTED


 

















 


EXHIBIT G-10


 


INTENSIONALLY
OMITTED


 

















 


EXHIBIT G-11


 


INTENSIONALLY
OMITTED


 

















 


EXHIBIT G-12


 


INTENSIONALLY
OMITTED


 

















 


EXHIBIT G-13


 


INTENSIONALLY
OMITTED


 






















 


EXHIBIT G-14


 


INTENSIONALLY
OMITTED


 

















 


EXHIBIT G-15


 


INTENSIONALLY
OMITTED


 

















 


EXHIBIT G-16


 


PERMITTED EXCEPTIONS


 


 


INTENTIONALLY
DELETED


 

















 


EXHIBIT G-17


 


INTENSIONALLY
OMITTED


 

















 


EXHIBIT G-18


 


INTENSIONALLY
OMITTED


 

















 


EXHIBIT G-19


 


INTENSIONALLY
OMITTED


 

















 


EXHIBIT G-20


 


INTENSIONALLY
OMITTED


 

















 


EXHIBIT G-21


PERMITTED EXCEPTIONS


 


INTENTIONALLY EXCLUDED


 

















 


EXHIBIT G-22


 


INTENSIONALLY
OMITTED


 

















 


EXHIBIT G-23


 


INTENSIONALLY
OMITTED


 

















 


EXHIBIT
H


 


INTENSIONALLY
OMITTED


 

















 


EXHIBIT
I


 


INTENSIONALLY
OMITTED


 

















 


EXHIBIT
J


 


INTENSIONALLY
OMITTED


 

















 


EXHIBIT
K


 


INTENSIONALLY
OMITTED


 

















 


EXHIBIT A


 


INTENSIONALLY
OMITTED


 

















 


EXHIBIT A


 


INTENSIONALLY
OMITTED


 

















 


EXHIBIT B


 


INTENSIONALLY
OMITTED


 

















 


EXHIBIT
A


 


INTENSIONALLY
OMITTED


 

















 


EXHIBIT
B


 


INTENSIONALLY
OMITTED


 

















 


DEED


 


INTENSIONALLY
OMITTED


 

















 


EXHIBIT
L


 


INTENSIONALLY
OMITTED


 

















 


EXHIBIT
M


 


INTENSIONALLY
OMITTED


 

















 


EXHIBIT
N


 


INTENSIONALLY
OMITTED


 

















 


SCHEDULE
2.1


 


INTENSIONALLY
OMITTED


 

















 


SCHEDULE 4.1.1


 


INTENSIONALLY
OMITTED


 

















 


SCHEDULE 4.1.3


 


INTENSIONALLY
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SCHEDULE
6.2


 


INTENSIONALLY
OMITTED


 

















 


SCHEDULE
7.1.6


 


INTENSIONALLY
OMITTED


 

















 


SCHEDULE
7.1.8


CNT
RENT ROLL


 

















 


SCHEDULE
7.2.8


VENTURE
RENT ROLL


 

















 


SCHEDULE
19.1


 


INTENSIONALLY
OMITTED


 

















 


SCHEDULE
19.2


 


INTENSIONALLY
OMITTED


 

















 


SALE
AGREEMENT


 


BY
AND BETWEEN


 


CENTERPOINT
PROPERTIES TRUST


and


CENTERPOINT
VENTURE LLC


(“SELLER”)


 


AND


 


BENDERSON
DEVELOPMENT COMPANY, INC.


(“PURCHASER”)


 


AUGUST
2, 2004